Common use of per Right Clause in Contracts

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: __________________, 19__. Attest: CENTRAL BANCORPETEC SYSTEMS, INC. By:_____________________________ By:By _______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY ByTitle ______________________ Title ____________________________ Authorized Signatory Countersigned: BANK OF BOSTON By _________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be acquired by the Company at its option in exchange for shares of the Company=s Common Stock at an initial exchange ratio of one share of Common Stock for each Right, subject to adjustment under certain circumstances. No fractional shares will of Preferred Stock (other than fractions which are integral multiples of one one-thousandth (1/1000) of a share) are required to be issued upon the exercise of any Right or Rights represented hereby (at the option of the Companyevidenced hereby, be represented by depositary receipts), but and in lieu thereof, thereof the Company may cause depositary receipts to be issued and/or a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. AttestATTEST: CENTRAL BANCORP, INC. PATHOGENESIS CORPORATION By:_____________________________ By:_______________________________ : ---------------------------------- -------------------------------- [Secretary or Assistant Secretary] Name: Title: Countersigned: REGISTRAR XXXXXX TRUST AND TRANSFER COMPANY SAVINGS BANK By______________________________ : ------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________appoint ________ attorney, Attorney to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : . ------------------------- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. AttestATTEST: CENTRAL BANCORPDURA PHARMACEUTICALS, INC. By:_____________________________ By:_______________________________ Secretary : ----------------------------------- ------------------------------------ Name: Name: Cam X. Xxxxxx Title: Title: President and Chief Executive Officer Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent By --------------------------- Authorized Signatory [B-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint______appoint ___________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : , ----------------------- ----- ----------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) CERTIFICATE The undersigned hereby certifies that the Rights represented evidenced by this Rights Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ ----------------------------- Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued ----------------------------------------------------- NOTICE The signature to in the foregoing Form of Assignment and the foregoing Certificate, if applicable, must correspond conform to the name as written upon the face of the this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate certification set forth above in the Form of Assignment is not duly executed, with signature guaranteedcompleted, the Company shall and the Rights Agent will deem the beneficial owner of the Rights represented evidenced by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement), ) and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificatesuch Assignment will not be honored. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)) To: Dura Pharmaceuticals, Inc. The undersigned hereby irrevocably elects to exercise ___________ Rights represented by this Rights Certificate to purchase the units of Series A Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Junior Participating Preferred Stock be issued in the name of: Please insert social security or other identifying number ------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------- (Please print name and address) Dated: , ------------------ ---- ----------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. 51 This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of May ____________________, 1998. Attest: CENTRAL BANCORPADVANCED FIBRE COMMUNICATIONS, INC. By:_____________________________ By:_______________________________ Secretary ATTEST: By By ------------------------------- ------------------------------- Name: Petex X. Xxxxxx Name: Carl X. Xxxxxxx Xxxle: Vice President, Chief Financial Title: President, Chief Officer, Treasurer and Secretary Executive Officer and Director Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ BANKBOSTON, N.A. as Rights Agent By ------------------------------- Authorized Signatory [B-3 52 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________appoint ________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ____________________________________, __ ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented evidenced by this Rights Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ ------------------------------- Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued ----------------------------------------------------- NOTICE The signature to in the foregoing Form of Assignment and the foregoing Certificate, if applicable, must correspond conform to the name as written upon the face of the this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate certification set forth above in the Form of Assignment is not duly executed, with signature guaranteedcompleted, the Company shall and the Rights Agent will deem the beneficial owner of the Rights represented evidenced by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement), ) and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To such Assignment will not be executed by the registered holder if such holder desires to exercise the Rights Certificatehonored.)

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be exchanged by the Company in whole or in part for Common Stock of the Company under certain circumstances. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any the time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ --------------------------------------------- (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint ______________ Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated: ____________________,_____ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ ------------------------------ Signature Signature Signatures Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented evidenced by this Rights Right Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)------------------------------ Signature

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. AttestATTEST: CENTRAL BANCORPENDOCARE, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By_________________________________ Authorized Signatory [Form of Reverse Side of Name: __________________________ Name: __________________________ Title: __________________________ Title: __________________________ Countersigned: U.S. STOCK TRANSFER CORPORATION as Rights Certificate] Agent _________________________________ Name: __________________________ Title: __________________________ Xxxx xx Xxxxxxx Xxxx xx Rights Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers unto __________________________ hereby sells, assigns and transfer unto _______________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________appoint ________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. DatedDATED:__________________,____ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) CERTIFICATE The undersigned hereby certifies that the Rights represented evidenced by this Rights Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:_____________________________ Signature ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Certificate may become void without any further action by the Company. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________August 6, 1997. Attest[SEAL] ATTEST: CENTRAL BANCORP, INCAAR CORP. By:_____________________________ By:__________________________ Name:_____________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY ByName:________________________ Title:____________________ Title:_______________________ Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By:__________________________ Authorized Signatory Name:_____________________ Title:____________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_____appoint ____________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:____________: __________ __, 19________ _____________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares will of Preferred Stock (other than fractions which are integral multiples of one one-hundredth (1/100) of a share) are required to be issued upon the exercise of any Right or Rights represented hereby (at the option of the Companyevidenced hereby, be represented by depositary receipts), but and in lieu thereof, thereof the Company may cause depository receipts to be issued and/or a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, _____. AttestATTEST: CENTRAL BANCORPTHE WET SEAL, INC. --------------------------------- By:_____________________________ By:_______________________________ : [Secretary or Assistant ----------------------------- Secretary] Name: Title: Countersigned: REGISTRAR AND AMERICAN STOCK TRANSFER & TRUST COMPANY By______________________________ Authorized Signatory : ---------------------------- Name: Title: [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights CertificateRight Certificates.)

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the Company and its corporate seal. Dated as of ___________ __, __________. Attest: CENTRAL BANCORP, INC_ PEOPLE'S CHOICE TV CORP. By:________________________ Name: Title: Countersigned: XXXXXX TRUST COMPANY OF NEW YORK, as Rights Agent By______ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Representative Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________________________ ________________________________________________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:__________________, ____ ______________________________________ Signature Signature Guaranteed: Signatures Signature must be guaranteed by an a commercial bank or trust company, broker, dealer, or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership member in an good standing of a medallion guaranty program approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under by the Securities Exchange Act of 1934Transfer Association, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Inc. Form of Reverse Side of Rights Certificate -- continued NOTICE (continued) Certification ------------- The signature to undersigned hereby certifies by checking the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. AttestATTEST: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ SANDISK CORPORATION /s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxxx Xxxxxxxx --------------------------- ----------------------------- Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary Title: Chief Financial Officer Countersigned: REGISTRAR XXXXXX TRUST AND TRANSFER COMPANY By______________________________ SAVINGS BANK, as Rights Agent By --------------------------------- Authorized Signatory [B-3 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Right Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented hereby (other than fractions of Preferred Shares which are integral multiples of one one-thousandth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary depository receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. This Rights Right Certificate shall not be valid or obligatory binding for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 1998. Attest: CENTRAL BANCORPEXCEL REALTY TRUST, INC. By:_______By ______________________ By:By _________________________________ Secretary Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY BankBoston, N.A., as Rights Agent By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] Signature FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED RECEIVED______________________________________________________________ hereby sells, assigns and transfer unto transfers unto_______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:___________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:______ _________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and ______________________ Signatures must be guaranteed by an "eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership institution" as defined in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)________________________________________________________________________________ The undersigned hereby certifies that:

per Right. No fractional shares will of Preferred Stock (other than fractions which are integral multiples of one one-hundredth (1/100) of a share) are required to be issued upon the exercise of any Right or Rights represented hereby (at the option of the Companyevidenced hereby, be represented by depositary receipts), but and in lieu thereof, thereof the Corporation may cause depositary receipts to be issued and/or a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Preferred Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________, ______. AttestATTEST: CENTRAL BANCORPATHENA DIAGNOSTICS, INC. By:_____________________________ By:______: _________________________ Assistant Secretary Title: Countersigned: REGISTRAR AND CONTINENTAL STOCK TRANSFER COMPANY & TRUST COMPANY, as Rights Agent By___: ___________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ ----------------------- (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED ____________________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, appoint Attorney to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within-named Corporation, Inc. with full power of substitution. Dated:_______: _______________ _______________________________, _______ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractional shares will be issued Common Shares or other securities issuable upon the exercise of any Right or Rights represented hereby (at evidenced hereby. In lieu of issuing such fractional Common Shares or other securities, the option of the Company, be represented by depositary receipts), but in lieu thereof, Company may make a cash payment shall be madepayment, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, 20__. AttestATTEST: CENTRAL BANCORPEquifax PS, INC. Inc. By:_____________________________ : By:_______________________________ : ------------------------------- ---------------------------- Secretary Title: [SEAL] Countersigned: REGISTRAR AND TRANSFER COMPANY SunTrust Bank, Atlanta By______________________________ : ------------------------------------ Authorized Signatory [Signature 37 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED RECEIVED,___________________________________________________ hereby sells, assigns and transfer unto transfers unto_______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, 20__ _________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)38

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the This Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of ________________, ____. AttestSOUTHWEST GAS CORPORATION By: CENTRAL BANCORP, INC. By:_____________________________ Title: Countersigned: HAXXXX XRUST COMPANY OF CALIFORNIA By:_________: ______________________ Secretary Title: CountersignedBy: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory Signature A-3 44 [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ____________________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney to transfer the within Right Certificate on the books of the within- named Corporation, with full power of substitution. Dated: ____________, ____ ______________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.):

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signatures (facsimile signature or otherwise) of the proper officers of the Company and its corporate sealCompany. Dated as of ________________, ____. Attest: CENTRAL BANCORP, INC. By:_______________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY FIRST UNION NATIONAL BANK By__:____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto ______________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ attorney to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________, ____ ______________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies (Please print name after due inquiry and address to the best knowledge of transfereethe undersigned) by checking the appropriate boxes that: (1) this Right Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights CertificateAgreement); (2) the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, together with all rightwas or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Date: ______________, title and interest therein, and does hereby irrevocably constitute and appoint____ ______________________________ attorneySignature Signature Guaranteed: NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to transfer exercise the Right Certificate.) To the Company and the Rights Agent: The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Right Certificate and to purchase the shares issuable upon the exercise of such Rights Certificate on and requests that certificates for such shares be issued in the books of Central Bancorpname of: Please print name, Inc. with full power of substitution. Dated:address and social security or other identifying number: ___________________________________ ________________________________________________________________ Signature Signature Guaranteed: Signatures must If such number of Rights shall not be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that all the Rights represented evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined shall be registered in the Rights Agreement). Dated:name of and delivered to: Please print name, address and social security or other identifying number: ___________________________________ ________________________________________________________________ Dated: ______________, ____ Signature:________________________ (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE CERTIFICATE The signature undersigned hereby certifies (after due inquiry and to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face best knowledge of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed undersigned) by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under checking the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 1998. AttestATTEST: CENTRAL BANCORPENCAD, INC. By:_____________________________ By:_______________________________ : By ---------------------- -------------------------------- Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx Title: Secretary Title: Chairman and Chief Executive Officer Countersigned: REGISTRAR AND TRANSFER XXXXXX TRUST COMPANY By______________________________ OF CALIFORNIA as Rights Agent By --------------------------- Authorized Signatory [B-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto ____________ hereby sells, assigns and transfer unto _____________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint______appoint ___________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : , ---------------------- ---- --------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. AttestATTEST: CENTRAL BANCORP, INC. AMERON INTERNATIONAL CORPORATION ------------------------ ----------------------------- Secretary President Countersigned: ------------------------ By:_____________________________ By:_______________________________ Secretary : ----------------------- Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [----------------- Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:__________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Right Certificate on the books of the within- named Company, with full power of substitution. Dated: ____________________, 19__ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------------------------- (To be completed if applicable) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ________________________________ Signature ------------------------------------------------------------------------------- Form of Reverse Side of Rights Right Certificate -- continued NOTICE FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Right Certificates.) TO AMERON INTERNATIONAL CORPORATION The signature undersigned hereby irrevocably elects to exercise ___________________ Rights represented by this Right Certificate to purchase the foregoing Assignment Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the foregoing name of: Please insert social security or other identifying number _______________________________________________________________________________ (Please print name and address If such number of Rights shall not be all the Rights evidenced by this Right Certificate, if applicable, must correspond to a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ (Please print name and address Dated: ___________________, 19__ ________________________________ Signature (Signature must conform in all respects to name of holder as written upon specified on the face of the Rights this Right Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Common Shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:By By Title: Title: Countersigned: _____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ By Authorized Signatory [Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto ________________________________________________________________ (Please print name and address of transferee) ______________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint _____________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ : Signature Signature Guaranteed: Certificate (to be completed, if true) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ : Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Common Shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:______________________________ By:By _______________________________ Secretary Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY ________________________________ By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) ___________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:_______________________ ______________________________________ Signature Signature Guaranteed: Certificate ----------- (to be completed, if true) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ____________ ___________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented hereby (other than fractions which are integral multiples of one-hundredth of a Preferred Share, which may, at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORPPROGRESSIVE BANK, INC. By:By ____________________ By____________________ Title: Title: Countersigned: ________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By_________By _____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) ___________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________appoint ________________ attorney, to transfer this Rights Certificate on the books of Central BancorpProgressive Bank, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Certificate ----------- (to be completed, if true) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO PROGRESSIVE BANK, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the Preferred Shares or, under certain circumstances as set forth in the Rights Agreement, Common Shares, issuable upon the exercise of such Rights and requests a certificate for such Preferred Shares (or Common Shares) be issued in the name of: Please insert social security or other identifying number _________________________________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights represented by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _________________________________________________________________ (Please print name and address) Dated:______________ _______________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate-- continued Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________ _______________________ Signature Signature Guaranteed:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 19 . Attest: CENTRAL BANCORP------------------------- --- ATTEST CYGNUS, INC. By:_____________________________ By:_______________________________ Secretary By ------------------------------ ----------------------------------- Name: Name: Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights Agent By --------------------------- Authorized Signatory [B-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto ________ hereby sells, assigns and transfer unto _________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint ____________________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within- named Company, Inc. with full power of substitution. Dated:: ____________________, ______ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate CERTIFICATE ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented evidenced by this Rights Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:____________________________________ Signature ____________________________________ The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment will not be honored. FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) To CYGNUS, INC. The undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Certificate to purchase the units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Preferred Stock be issued in the name of: Please insert social security _________________________________________________ or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security _________________________________________________ or other identifying number (Please print name and address) Dated: ________________, ____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________________________ Signature ___________________________________ The signature in the foregoing Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond conform to the name as written upon the face of the this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate certification set forth above in the Form of Assignment is not duly executed, with signature guaranteedcompleted, the Company shall and the Rights Agent will deem the beneficial owner of the Rights represented evidenced by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement) and such Assignment will not be honored. Exhibit C --------- CYGNUS, INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED STOCK On October 18, 1993, the Board of Directors of Cygnus, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), and shall affix a legend par value $.001 per share, of the Company. The dividend was payable on October 18, 1993 (the "Record Date") to the stockholders of record on that effect on any Rights Certificate issued in exchange for this Rights Certificatedate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by Each Right entitles the registered holder if such holder desires to exercise purchase from the Company one one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"), of the Company at a price of $40.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights Certificate.are set forth in an Amended and Restated Rights Agreement dated as of October 27, 1998 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on September 21, 2003 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Stock at a price, or securities convertible into Units of Preferred Stock with a conversion price, less than the then current market price of the Units of Preferred Stock or (iii) upon the distribution to holders of the Units of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Units of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Stock will be entitled to a dividend equal to any dividend declared per share of Common Stock. In the event of liquidation, each Unit of Preferred Stock will be entitled to a payment equal to any payment made per share of Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive an amount equal to the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the dividend, liquidation and voting rights, the value of each Unit of Preferred Stock purchasable upon exercise of the Rights should approximate the value of one share of Common Stock. In the event that, after the Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 20% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock or Units of Preferred Stock (or cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding shares of Common Stock and prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void) for Units of Preferred Stock at an exchange ratio of (subject to adjustment) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Stock on the last trading day prior to the date of exercise. At any time within ten (10) business days after a person or group of affiliated or associated persons acquire beneficial ownership of 20% or more of the outstanding Common Stock (unless the Company's Board of Directors extends such ten-day period), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything . Nothing in this Right Certificate and nothing contained in the Rights Agreement or herein shall be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of ____________________. --------------------------- Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ By ---------------------------------------- ------------------------------- Secretary Title: Title Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ : ------------------------------------ Authorized Signatory Signature 30 [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _____________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint _________________________________ attorney, Attorney to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within- named Corporation, Inc. with full power of substitution. Dated:: ______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.):

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be exchanged by the Company in whole or in part for Common Stock of the Company under certain circumstances. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any the time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________appoint ________________ attorneyAttorney, to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within named Company, Inc. with full power of substitution. Dated:: ____________________, __ ________________________________________ Signature Signature Signatures Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented evidenced by this Rights Right Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)Signature

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 1998. AttestATTEST: CENTRAL BANCORPENCAD, INC. By:_____________________________ By:_______________________________ By By ------------------------------- ------------------------------- Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx Title: Secretary Title: Chairman and Chief Executive Officer Countersigned: REGISTRAR AND TRANSFER XXXXXX TRUST COMPANY By______________________________ OF CALIFORNIA as Rights Agent By ----------------------------- Authorized Signatory [B-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto ____________ hereby sells, assigns and transfer unto _____________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint______appoint ___________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ , _________ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ____. ATTEST: ORIENT-EXPRESS HOTELS LTD. _________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:________________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY FLEET NATIONAL BANK By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________: __________________________________ Authorized Signature Date: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and transfer unto transfers unto______________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankthis Right Certificate, stockbrokertogether with all right, savings title and loan association or credit union interest therein, and does hereby irrevocably constitute and appoint ________________________Attorney, to transfer the within Right Certificate on the books of the within-named Company, with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act full power of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:: ______________________, ____ ____________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (generally, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States). -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________________ Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Right Certificate.) To: ORIENT EXPRESS HOTELS LTD. The undersigned hereby irrevocably elects to exercise__________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: __________, ___ __________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (generally, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States). Form of Reverse Side of Rights Right Certificate -- - continued NOTICE -------------------------------------------------------------------------------- The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of undersigned hereby certifies that the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented evidenced by this Rights Right Certificate to be Beneficially Owned are not beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractions which are integral multiples of the Company, be represented by depositary receipts1/1,000ths of a share of Preferred Shares), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions action affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented Right evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of this [______] day of [____________________], 2000. Attest: CENTRAL BANCORP, INC[SEAL] GARMIN LTD. By:_____________________________ By:______________________________________ Secretary Title: Co-Chief Executive Officer ATTEST: ___________________________ Title: Secretary Countersigned: REGISTRAR AND TRANSFER COMPANY [RIGHTS AGENT] By_:_____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateCertificates.) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto_________________________________________________________________ hereby sells, assigns and transfer unto _______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_appoint ________________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within- named Company, Inc. with full power of substitution. Dated:___________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to undersigned hereby certifies by checking the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. Any action or proceeding with respect to this Agreement shall be brought in the courts of the State of North Carolina or of the United States for the Eastern District of North Carolina. Each holder of this Rights Certificate irrevocably waives any objection which he may now have or hereafter have to the laying of venue of any proceeding arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [________ __, _____________. Attest: CENTRAL BANCORP] XXXXXX XXXXXXXX MATERIALS, INC. By:_____________________________ By:_______________________________ Secretary Name: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY FIRST UNION NATIONAL BANK OF NORTH CAROLINA as Rights Agent By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Authorized Representative B-5 Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- ASSIGNMENT (To be executed by the registered holder if such holder desires to exercise transfer the Rights Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated Dated: --------------------------- ATTEST: HARVEST NATURAL RESOURCES, INC. By: ---------------------------------- -------------------------------- Title: Title: --------------------------- ----------------------------- Countersigned: WELLS FARGO BANK, N. A., as Rights Agent By: ------------------------------ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED, ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY Byhereby sells, assigns and transfers unto ______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, appoint Attorney to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : ----------------------------- ----------------------------------- ----------------------------------- Signature Signature Signature(s) Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)-----------------------------------

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Certificate may become void without any further action by the Company. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: ________ _________, ____. AttestATTEST: CENTRAL BANCORPGENERAL EMPLOYMENT ENTERPRISES, INC. By:_____________________________ By:_____: __________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By___________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent By: __________________________ Authorized Signatory Officer [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:_________________________________ (Please print name and address of transferee) _______________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ______________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and Signatures must be guaranteed by a member firm of a registered national securities exchange a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a signature guarantee medallion program) pursuant to Rule 17Ad-15 under . Certificate ----------- The undersigned hereby certifies by checking the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORPJuly 25, 1995 XXXX GROUP, INC. By:_____________________________ By:_______________________________ Secretary Name: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY THE FIRST NATIONAL BANK OF BOSTON, as Rights Agent By______________________________ Authorized Signatory [Representative Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED RECEIVED______________________________________________________________ ________________________________________________________________________________ hereby sells, assigns and transfer unto transfers unto________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint________appoint _________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:: ______________________ ______________, 199 ________________________ Signature Signature Guaranteed: Signatures Signature must be guaranteed by an a commercial bank or trust company, broker, dealer, or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership member in an good standing of a medallion guaranty program approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under by the Securities Exchange Act of 1934Transfer Association, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Inc. Form of Reverse Side of Rights Certificate -- continued NOTICE (continued) CERTIFICATION The signature to undersigned hereby certifies by checking the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory binding for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of January ____________________, 2002. Attest: CENTRAL BANCORPi2 TECHNOLOGIES, INC. By:_____________________________ By:_______________________________ Secretary : ----------------------------- Name: ----------------------- Title: ----------------------- Countersigned: REGISTRAR AND TRANSFER COMPANY MELLON INVESTOR SERVICES LLC as Rights Agent By______________________________ : ------------------------------------ Authorized Signatory [Name: --------------------------- Title: -------------------------- Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ ------------ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ DATED: , ----------------------------- --- ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership institution" as defined in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: __________________, 19__. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: LODGENET ENTERTAINMENT CORPORATION By ---------------------------- ------------------------------- Title Title ---------------------- ---------------------------- Countersigned: REGISTRAR XXXXXX TRUST AND TRANSFER COMPANY By______________________________ Authorized Signatory SAVINGS BANK, as Rights Agent By ------------------------- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. 40 This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: __________________, 19__. Attest: CENTRAL BANCORP, INC. By:S3 INCORPORATED _____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________By ___________________________________ hereby sells, assigns and transfer unto Name _____________________________ Name _________________________________ Title ____________________________ Title ________________________________ Countersigned: __________________________________ (Please print name and address of transferee) this as Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Agent 41 [Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued ] FORM OF ELECTION TO EXERCISE ---------------------------- ASSIGNMENT (To be executed by the registered holder if such holder desires to exercise transfer the Rights Certificate.)

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ ____________, 20__. AttestCollateral Therapeutics, Inc. By: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary ------------------------------------- Name: Xxxxxxxxxxx X. Xxxxxxxx Title: CountersignedPresident and Chief Operating Officer COUNTERSIGNED: REGISTRAR AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS RIGHTS AGENT By______________________________ : --------------------------------- Authorized Signatory [Name: ------------------------- Title: ------------------------- Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________hereby sells, assigns and transfers unto __________________________ hereby sells, assigns and transfer unto __________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint__________________appoint _______ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ DATED: , 20 ----------------------------- -- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, under certain circumstances, may exchange Common Shares of the Company for all or a portion of the Rights evidenced by this Rights Certificate. No fractional shares Common Shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares, of shares of Preferred Stock or of any other securities of the Company which may at any the time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:___________________________________________ ___________________________________(Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________Attorney-in-Fact, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated _________________, ______ _____________________________ Signature Signature Signatures Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE __________________________________________ The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of undersigned hereby certifies that the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented evidenced by this Rights Certificate to be Beneficially Owned are not beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)_____________________________ Signature

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, _____. Attest: CENTRAL BANCORPACTIVE POWER, INC. By:_____________________________ By:_______________________________ Secretary : -------------------------------------- Name: --------------------------------- Title: -------------------------------- Countersigned: REGISTRAR AND TRANSFER COMPANY EQUISERVE TRUST N.A. as Rights Agent By______________________________ : --------------------------------- Authorized Signatory [Name: ---------------------------- Title: --------------------------- B-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers --------------- unto _______________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DATED: , ----------------------------- --- -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). -------------------------------- Signature ---------------------------- NOTICE ------ The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment will not be honored. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) To ACTIVE POWER, INC. The undersigned hereby irrevocably elects to exercise ________________ attorney, to transfer Rights represented by this Rights Certificate on to purchase the books Units of Central BancorpSeries A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number ---------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, Inc. with full power a new Rights Certificate for the balance remaining of substitution. Dated:______________________ ______________________________________ such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ---------------------------------------------------- (Please print name and address) DATED: , ----------------------------- --- ------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate CERTIFICATE ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented evidenced by this Rights Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (each as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ ------------------------------- Signature Signature Guaranteed: ---------------------------- NOTICE ------ The signature in the foregoing Form of Reverse Side of Rights Certificate -- continued NOTICE The signature Election to the foregoing Assignment and the foregoing Certificate, if applicable, Purchase must correspond conform to the name as written upon the face of the this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate certification set forth above in the Form of Election to Purchase, as the case may be, is not duly executed, with signature guaranteedcompleted, the Company shall and the Rights Agent will deem the beneficial owner of the Rights represented evidenced by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (each as such capitalized terms are defined in the Rights Agreement)) and such Election to Purchase will not be honored. Exhibit C --------- ACTIVE POWER, and shall affix INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED STOCK On December 13, 2001, the board of directors of Active Power, Inc. (the "Company") declared a legend dividend distribution of one right for each ------- outstanding share of our common stock to that effect stockholders of record at the close of business on any Rights Certificate issued in exchange for this Rights CertificateDecember 26, 2001. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by Each Right entitles the registered holder if such holder desires to exercise purchase from the company one one-thousandth of a share of Series A Junior Participating preferred stock, par value $0.001 per share (the "Preferred --------- Stock"), at a purchase price of $40.00, subject to adjustment. The description ----- and terms of the Rights Certificateare set forth in a Rights Agreement (the "Rights ------ Agreement") between the Company and EquiServe Trust N.A., as Rights Agent. --------- Initially, the Rights will be attached to all common stock certificates representing shares then outstanding, and no separate Rights certificates will be distributed. The Rights will separate from the common stock and a distribution date will occur upon the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has (subject to certain exceptions) acquired, or ---------------- obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of our common stock (the "Stock Acquisition Date"), other ---------------------- than as a result of repurchases of stock by the Company, or (ii) ten days (or such later date as the board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of our common stock. Until the Distribution Date, (i) the Rights will be evidenced by the common stock certificates and will be transferred with and only with such common stock certificates, (ii) new common stock certificates issued after the record date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Rights associated with the common stock represented by such certificate. Pursuant to the Rights Agreement, the company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of preferred stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on December 26, 2011, unless earlier redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights certificates will be mailed to holders of record of our common stock as of the close of business on the Distribution Date and, thereafter, the separate Rights certificates alone will represent the Rights. Except as otherwise determined by the board, only shares of our common stock issued prior to the Distribution Date will be issued with Rights. In the event that an Acquiring Person becomes (subject to certain exceptions) the beneficial owner of 15% or more of the then outstanding shares of common stock (other than pursuant to an offer for all the outstanding shares of common stock that our board of directors determines to be fair to and otherwise in the best interests of the company and its stockholders), each holder of a Right will thereafter have the right to receive, upon exercise, Preferred Stock (or, in certain circumstances, cash, property or other securities of the company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an exercise price of $100 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $200 worth of Preferred Stock (or other consideration, as noted above) for $100. Assuming that our Preferred Stock had a per share value of $25 at such time, the holder of each valid Right would be entitled to purchase 8 shares of Preferred Stock for $100. In the event that, at any time following the Stock Acquisition Date, (i) we are acquired in a merger or other business combination transaction in which we are not the surviving corporation (other than a merger which follows an offer described in the second preceding paragraph), or (ii) 50% or more of our assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided) shall have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." ----------------- At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding common stock, the board may exchange the Rights (other than Rights owned by the person or group which have become void), in whole or in part, at an exchange ratio of one share of common stock, or one one-thousandth of a share of preferred stock (or of a share of a class or series of our preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until 10 days following the Stock Acquisition Date, the board may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the board). Immediately upon the action of the board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.01 redemption price.

per Right. No The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractional shares will be issued Common Shares or other securities issuable upon the exercise of any Right or Rights represented hereby (at evidenced hereby. In lieu of issuing such fractional Common Shares or other securities, the option of the Company, be represented by depositary receipts), but in lieu thereof, Company may make a cash payment shall be madepayment, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, 200_. AttestATTEST: CENTRAL BANCORPSTAFF LEASING, INC. d/b/a GEVITY HR By:: By: --------------------------------------- -------------------------------- Name: Name: ---------------------------------- -------------------------- Title: Title: ---------------------------------- -------------------------- [SEAL] Countersigned: American Stock Transfer & Trust Company By: --------------------------------------- Name: --------------------------------- Title: --------------------------------- Exhibit A 4 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _____________________________ By:hereby sells, assigns and transfers unto _______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankthis Right Certificate, stockbrokertogether with all right, savings title and loan association or credit union interest therein, and does hereby irrevocably constitute and appoint _____________Attorney, to transfer the within Right Certificate on the books of the within-named Company, with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act full power of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:____________________, 200__ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.):

per Right. No payment of less than $1.00 shall be sent upon redemption unless expressly requested by the holder hereof. No fractional shares Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are 1/100th or integral multiples of 1/100th of a Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares which may at any time be issuable on the exercise hereof, or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or of any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: ________________, ______. AttestATTEST: CENTRAL BANCORPSIGCORP, INC. By:_____________________________ By:______By _________________________ Secretary Name: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By----------------------------------- By ________________________________ Authorized Signatory Date of countersignature: [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ________appoint ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankAttorney, stockbrokerto transfer the within Right Certificate on the books of the within-named Company, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act full power of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:: ______________________ _, _________ ------------------------------ Signature Signature Guaranteed: [Form of Reverse Side of Right Certificate -- continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the rights represented by the Right Certificate.) To SIGCORP, Inc. The undersigned hereby irrevocably elects to exercise ______________________________ Rights represented by this Right Certificate to purchase the Shares issuable upon the exercise of such Rights and requests that certificates for such Shares be issued in the name of: Please insert social security or other taxpayer identifying number ------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identifying number ------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------- Dated: ________________, _______ ------------------------------- Signature Signature Guaranteed: Form of Reverse Side of Rights Right Certificate -- continued NOTICE The signature to in the foregoing Forms of Assignment and the foregoing Certificate, if applicable, Election must correspond conform to the name as written upon the face of the Rights this Right Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed . CERTIFICATE The undersigned hereby certifies by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under checking the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, ____. AttestATTEST: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: MIDAMERICAN ENERGY HOLDINGS COMPANY ------------------------------- -------------------------------- By Title Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ ------------------------------- By Authorized Signatory [Signature Exhibit B -3- Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____hereby sells, assigns and transfer unto _______________________________________ hereby sells, assigns and transfer unto _______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint ___________________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within- named Company, Inc. with full power of substitution. Dated:: ____________, _____ ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B -4- Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) To: MidAmerican Energy Holdings Company The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________ ___________________________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings Please print name and loan association or credit union with membership in an approved signature guarantee medallion programaddress) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ___________________________________________________________ If such number or Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: _______________, ____ --------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B -5- Form of Reverse Side of Rights Certificate -- continued Continued NOTICE The ------ This signature to in the foregoing Forms of Assignment and the foregoing Certificate, if applicable, Election must correspond conform to the name as written upon the face of the this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Exhibit B -6- Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On March 12, 1999, the Board of Directors of MidAmerican Energy Holdings Company (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, with a par value of $0.0675 per share (the "Common Shares"), of the Company. The dividend is payable on March 15, 1999 (the "Record Date") to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Preferred Stock, no par value, (the "Preferred Shares"), of the Company, at a price of $52 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired, or obtained the right to acquire, beneficial ownership (without the prior approval of the Company's Board of Directors) of 20% or more of the outstanding Common Shares or (ii) 10 days following the commencement of or announcement of an intention to make, a tender offer or exchange offer (without the prior approval of the Company's Board of Directors) the consummation of which would result in the beneficial ownership by a person or group of 30% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 30, 1999 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and must the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be guaranteed redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by an eligible guarantor institution (customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under Preferred Share purchasable upon exercise of each Right should approximate the Securities Exchange Act value of 1934, as amendedone Common Share. In the event that the foregoing Certificate Company is not duly executedacquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, with signature guaranteedproper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the Company shall deem exercise thereof at the Rights represented by this Rights Certificate to be Beneficially Owned by then current exercise price of the Right that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any Person becomes an Acquiring Person, Adverse proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Preferred Shares having a market value of two times the exercise price of the Right. With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to, or an Affiliate within 10 days after, the acquisition by a person or Associate group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.02 per Right (the "Redemption Price"). The Board of Directors may, after a person becomes an Acquiring Person or Adverse Person (as such capitalized terms are defined in and at its discretion, allow the holders of the Rights Agreement), and shall affix a legend to that effect on any exchange each Right for one one-hundredth Preferred Share. The terms of the Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To may be executed amended by the registered holder if such holder desires Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to exercise extend the Final Expiration Date, and, provided there is no Acquiring Person, to extend the period during which the Rights Certificatemay be redeemed, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. AttestDated: CENTRAL BANCORP------------------------------- ATTEST: HARVEST NATURAL RESOURCES, INC. By:_____: ------------------------------------- ------------------------------- Title: Title: ------------------------------- ---------------------------- Countersigned: WELLS FARGO BANK MINNESOTA, N. A., as Rights Agent By: ---------------------------------- Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED, ________________________ By:hereby sells, assigns and transfers unto _______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint _________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant Attorney to Rule 17Ad-15 under transfer the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this within Rights Certificate are not Beneficially Owned by an Acquiring Personon the books of the within-named Company, Adverse Person or an Affiliate or Associate with full power of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:______________________ ______________________________________ : -------------------------- -------------------------------- ------------------------------- Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)Signature

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________ 20__. AttestATTEST: CENTRAL BANCORP, NISOURCE INC. By:_____________________________ By:_________________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________By ________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Authorized Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: [Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Right Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractions which are integral multiples of the Company, be represented by depositary receipts1/1,000ths of a share of Preferred Shares), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions action affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented Right evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of this [______] day of [____________________], 2000. Attest: CENTRAL BANCORP, INC[SEAL] GARMIN LTD. By:_____________________________ By:______________________________________ Secretary Title: CountersignedCo-Chief Executive Officer ATTEST: REGISTRAR AND TRANSFER COMPANY By________________________________ Title: Secretary Countersigned: [RIGHTS AGENT] By:_____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateCertificates.) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto ____________________________________________________________ hereby sells, assigns and transfer unto _______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_appoint ________________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:___________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.):

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. ByDate:__________________________________ ATTEST: ALCAN INC. By: ____________________________________ Secretary Countersigned: CIBC MELLON TRUST COMPANY By:_____________________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY ByAuthorized Signature FOR VALUE RECEIVED ______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________________________________________ hereby sells, assigns and transfer transfers unto ________________________________________________________________________________ _______________________________________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint _________________________ attorney______, Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within‑named Corporation, Inc. with full power of substitution. Dated:_________________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, (Signature must correspond to the name as written upon the face of the this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and ) Signature must be guaranteed by an eligible guarantor institution (a bankmember firm of a recognized stock exchange in Canada, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined a registered national securities exchange in the Rights Agreement)United States of America, and shall affix a legend to that effect on any Rights Certificate issued member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in exchange for this Rights Certificate. Form Canada or the United States of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights CertificateAmerica.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: ________________, ____. Attest: CENTRAL BANCORPINCYTE PHARMACEUTICALS, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _____________By __________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointName _____________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:Name ________________________________ Title ____________________________ Title _______________________________ Countersigned: _________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ________Agent By ______________________________ Signature Signature Guaranteed: [Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued ] FORM OF ELECTION TO EXERCISE ---------------------------- ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to exercise transfer the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Certificate may become void without any further action by the Company. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of September 29, 2003. ATTEST: XXXXXX RUBBERMAID INC. By: ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature GuaranteedSecretary Title: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act Countersigned: The Bank of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). DatedNew York By:__________________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________________ hereby sells, assigns and transfers unto _____________________________ (Please print name and address of transferee) ______________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ __, ____ ____________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a signature guarantee medallion program) pursuant to Rule 17Ad-15 under . Certificate ----------- The undersigned hereby certifies by checking the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. XXXXXXXX.XXX, INC. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary : ------------------------------------ Name: ------------------------------ Title: ----------------------------- Countersigned: REGISTRAR AND AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By______________________________ : ------------------------------------ Authorized Signatory [Name: ------------------------------ Title: ----------------------------- B-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _________________ hereby sells, assigns and transfer unto ________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint____________appoint _____________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. DatedDATED:___________________, ___ ______________________________________ ------------------------------ Signature (Signature must conform in all respects to name of holder as specified on the face of this Rights Certificate) Signature Guaranteed: Signatures must be guaranteed by a participant in an "eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership institution" as defined in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 17-Ad15 promulgated under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the Company and its corporate seal. Dated as of ___________ __, __________. Attest: CENTRAL BANCORP_ XXXXXXX.XXX, INC. By:_____________________________ By:_______________________________ Secretary : ---------------------------------------- Name: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Equiserve Trust Company, N.A. as Rights Agent By ------------------------------- Authorized Signatory [Representative B-4 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Common Shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereofof such fractional shares, a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall Right Certificate will be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereofof the Rights evidenced by this Right Certificate, nor shall will anything contained in the Rights Agreement or herein in this Right Certificate be construed to confer upon the holder hereofbolder of this Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, of stockholders or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ____________________. AttestATTEST: CENTRAL BANCORP, INC. ARKANSAS BEST CORPORATION By:_____________________________ By:_______________________________ Secretary Title: ------------------------------------- ---------------------------- Countersigned: REGISTRAR AND TRANSFER COMPANY COMPUTERSHARE INVESTOR SERVICES, LLC By______________________________ : ---------------------------------- Authorized Signatory [Signature A-2 38 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto ____________transfers unto___________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Rights Right Certificate, together with all right, title and interest thereinin this Right Certificate, and does hereby irrevocably constitute and appoint_________appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------------------- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. Form of Election to Purchase (To be executed if holder desires to exercise the Right represented by the Right Certificate) To: Arkansas Best Corporation The undersigned hereby irrevocably elects to exercise ________________ attorney(number) Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please print social security or other identifying number ---------------- ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights are not all the Rights evidenced by this Right Certificate, to transfer this a new Right Certificate for the balance remaining of such Rights Certificate on will be registered in the books name of Central Bancorp, Inc. with full power of substitution. and delivered to: Please print social security or other identifying number ---------------- ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ Dated:______________________ ______________________________________ : ---------------------- -------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an eligible guarantor institution (a bank, stockbroker, savings and loan association office or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined correspondent in the Rights Agreement)United States. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to in the foregoing Forms of Assignment and the foregoing Certificate, if applicable, Election must correspond conform to the name as written upon the face of the Rights this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE SHARES OF ARKANSAS BEST CORPORATION COMMON STOCK The Board of Directors of Arkansas Best Corporation (the "Company") issued one common share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share (the "Common Shares"), of the Company issued and must be guaranteed outstanding on the closing date of the Company's initial public offering (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one Common Share at a price of $80.00 (the "Purchase Price"), subject to adjustment. The Rights were issued pursuant to the Rights Agreement, dated as of April 23, 1992 (the "Original Rights Agreement"), by and between the Company and Harrxx Xxxst and Savings Bank. The Original Rights Agreement was amended on May 27, 1999 by an eligible guarantor institution Amendment to Rights Agreement and was amended and restated by the First Amended and Restated Rights Agreement, dated May 1, 2001 (the "Restated Rights Agreement"), by and between the Company and Computershare Investor Services, LLC, a bankDelaware limited liability company, stockbrokeras successor Rights Agent. The Restated Rights Agreement amended the Original Rights Agreement (as previously amended) to, savings among other things, extend the term of the Rights Agreement to April 30, 2011 and loan association increase the Purchase Price to $80.00 per Common Share. The Original Rights Agreement and the Restated Rights Agreement are sometimes referred to together as the "Rights Agreement." The description and terms of the Rights are set forth in the Restated Rights Agreement. Until the earlier to occur of (i) 10 days following a public announcement that a person or credit union group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Common Shares (an "Acquiring Person"), except that the term "Acquiring Person" shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or any such subsidiary or any person who acquires beneficial ownership of the Common Shares in a Permitted Transaction (as such term is described below), (ii) 15 business days (or such later date as may be determined by action of the Board of Directors prior to any person becoming an Acquiring Person) following the commencement of, or public announcement of an intention to commence, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of 19.9% or more of the outstanding Common Shares or (iii) 10 days after the Board of Directors determines that any person (other than Robexx X. Xxxxx, XXI) or group of persons (an "Adverse Person") has acquired beneficial ownership of a substantial amount of Common Shares (but not less than 10% of the outstanding Common Shares) and that (a) such Adverse Person intends to cause the Company to repurchase such Common Stock or to exert pressure against the Company to take any actions or enter into any transactions to provide such Adverse Person with membership short-term gains or profits under circumstances in which the Board of Directors determines that the long-term interests of the Company and its stockholders would not be served by taking such actions or entering into such transactions or (b) beneficial ownership by such Adverse Person is reasonably likely to have a material adverse effect on the business, competitive position, prospects or financial condition of the Company and its subsidiaries (the earlier of such dates being the "Distribution Date"), the Rights associated with Common Shares represented by certificates outstanding on the Record Date will be evidenced by such certificates with a copy of the Summary of Rights from the Original Rights Agreement attached to the certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares to which they are associated. Until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights associated with Common Shares represented by certificates issued after the Record Date (whether upon transfer or new issuance of Common Shares) will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificate for Common Shares outstanding will constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the "Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on April 30, 2011 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable and the number of Common Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price or securities convertible into Common Shares with a conversion price less than the then current market price of the Common Shares, or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets or of subscription rights or warrants (other than those referred to above). In the event that (i) the Company is the surviving corporation in a merger with an Acquiring Person or Adverse Person and the Common Shares are not changed or exchanged, (ii) an Acquiring Person or Adverse Person engages in certain self-dealing transactions with the Company, (iii) any person becomes the beneficial owner of 19.9% or more of the outstanding Common Shares (unless the event in which such person acquired 19.9% or more of the outstanding Common Shares is a Permitted Transaction), (iv) the Company engages in a reclassification or recapitalization that results in an approved signature guarantee medallion programincrease of more than 1% of an Acquiring Person's or Adverse Person's percentage ownership of the Company or (v) the Board of Directors declares any person to be an Adverse Person, the proper provision will be made so that each holder of a Right, other than Rights beneficially owned by an Acquiring Person or an Adverse Person (which will then be void), will have the right to receive upon exercise that number of Common Shares having a market value of two times the applicable exercise price of the Right. For the purposes of the Rights Agreement, a Permitted Transaction is a stock acquisition or tender or exchange offer pursuant to Rule 17Ad-15 under a definitive agreement which would result in a person beneficially owning 50% or more of the Securities Exchange Act Common Shares and which was approved by the Board of 1934, as amendedDirectors prior to the execution of the agreement or the public announcement of the offer. In the event that the foregoing Certificate Company is not duly executedacquired in a merger or other business combination transaction (other than with a subsidiary of the Company), with signature guaranteedor 50% or more of its consolidated assets or earning power are sold, unless such event is a Permitted Transaction, proper provisions will be made so that each holder of a Right will have the Company shall deem right to receive, upon the Rights represented by this Rights Certificate exercise of the Right at the then applicable exercise price, that number of shares of common stock of the acquiring company that at the time of such transaction will have a market value of two times the applicable exercise price of the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least l% in such Purchase Price. No fractional Common Shares will be issued and in lieu of such fractional shares, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to be Beneficially Owned by the date of exercise. At any time prior to the tenth day following the public announcement that a person has become an Acquiring Person, Adverse Person or an Affiliate or Associate the Board of an Acquiring Person or Adverse Person (as such capitalized terms are defined in Directors of the Company may redeem the Rights Agreementin whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). In addition, and shall affix a legend to that effect on the Board of Directors may extend or reduce the period during which the Rights are redeemable, so long as the Rights are redeemable at the time of such extension or reduction. Immediately upon any Rights Certificate issued in exchange for this Rights Certificate. Form redemption of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires Rights, the right to exercise the Rights Certificatewill terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to extend the Final Expiration Date, except that from and after the Distribution Date no such amendment may adversely affect the economic interests of the holders of the Rights.)

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of Date: ------------------------------ ATTEST: NOVELIS INC. By: -------------------------------- Secretary Countersigned: CIBC MELLON TRUST COMPANY By: -------------------------------- Authorized Signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint ____________________, Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ------------------ ---------------------------------------- Signature (Signature must correspond to the name as written upon the face of this Rights Signature Guaranteed: Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a major Canadian trust company, a Schedule I Canadian chartered bank, or a member of a recognized Medallion Guarantee program. ------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the best of the knowledge of the undersigned, never have been, Beneficially Owned by an Acquiring Person (as defined in the Rights Agreement) after such person became an Acquiring Person. ---------------------------------------- Signature FORM OF ELECTION TO EXERCISE (To be attached to each Rights Certificate) TO: The undersigned hereby irrevocably elects to exercise _________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name: --------------------- Street: ------------------------------------------------------------------------ City, Province & Postal Code: -------------------------------------------------- Social Insurance, Social Security or Other Taxpayer Identification Number: ------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate for the balance of an Acquiring Person or Adverse Person (as such capitalized terms are defined Rights shall be registered in the Rights Agreement). name of and delivered to: Name: -------------------------------------------------------------------------- Street: ------------------------------------------------------------------------ City, Province & Postal Code: -------------------------------------------------- Social lnsurance, Social Security or Other Taxpayer Identification Number: ------------------------------------------ Dated:______________________ ______________________________________ : ------------------ ---------------------------------------- Signature (Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the this Rights Signature Guaranteed: Certificate in every particular, without alteration or enlargement or any change whatsoever, and ) Signature must be guaranteed by an eligible guarantor institution (a major Canadian trust company, a Schedule I Canadian chartered bank, stockbrokeror a member of a recognized Medallion Guarantee program. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, savings for the benefit of all holders of Rights and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934Common Shares, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented evidenced by this Rights Certificate are not, and, to be the best of the knowledge of the undersigned, never have been, Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate) after such person became an Acquiring Person. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)---------------------------------------- Signature

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Rights at the time of redemption, in which event this Rights Certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORPXXXXXXX MANUFACTURING CO., INC. By:_____________________________ : By:_______________________________ Secretary : Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY COMPUTERSHARE TRUST COMPANY, N.A. By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) : Title: FOR VALUE RECEIVED ___________________________________________ RECEIVED, hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature : , . Medallion Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the 50 Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, ____. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights CertificateCORPORATE SEAL] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____GENZYME CORPORATION _______________________________________ By: ___________________________________ Clerk Name: Title: Countersigned: [ ] By: ___________________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________ hereby sells, assigns and transfer transfers unto __________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankthis Right Certificate, stockbrokertogether with all right, savings title and loan association or credit union interest therein, and does hereby irrevocably constitute and appoint ___________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act full power of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:: __________________, ____ ______________________________________ -------------------------------------------- Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and Signatures must be guaranteed by an eligible guarantor institution (a bankEligible Guarantor Institution, stockbroker, savings and loan association or credit union with membership as defined in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In -------------------------------------------------------------------------------- CERTIFICATE The undersigned hereby certifies by checking the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything . Nothing in this Right Certificate and nothing contained in the Rights Agreement or herein shall be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of ____________________. September 19, 2001 Attest: CENTRAL BANCORPBy --------------------------------------- -------------------------------- Secretary Keith G. Larsen, INC. President Countersigned: By:_____________________________ By:: ----------------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, ------------------------------------- assigns and transfers unto ------------------------------------------------------ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires Attorney to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights within Right Certificate on the books of Central Bancorpthe within-named Corporation, Inc. with full power of substitution. Dated:______________________ ______________________________________ : ----------------------- ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any the time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature --------------------- * The portion of the proper officers of the Company and its corporate seallegend in brackets shall be inserted only if applicable. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto ___________________------------------------------------------------------------------ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ (Please print name and address Attorney, to transfer the within Right Certificate on the books of transferee) this Rights Certificatethe within named Company, together with all right, title and interest therein, and does hereby irrevocably constitute and appointfull power of substitution. Dated: _______________________, 19__ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ ----------------------------------- Signature Signature Signatures Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented evidenced by this Rights Right Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)----------------------------------- Signature

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Rights Certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORPXXXXXXX MANUFACTURING CO., INC. By:_____________________________ : By:_______________________________ Secretary : ------------------------- ------------------------- Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY BANKBOSTON, N.A., as Rights Agent By______________________________ Authorized Signatory : ------------------------- Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________RECEIVED, ________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ (please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________, ____. _____________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.):

per Right. No fractional shares of Common Stock will be issued upon the exercise of any Right Rights or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, _____. Attest: CENTRAL BANCORP, INC. By:____________________________ Name:__________________________ ByTitle:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY ONLINE, INC., as Rights Agent By:_____________________ Authorized Signatory Name:_______________________ Title:________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate are not Beneficially Owned by an Acquiring Personon the books of the within-named Company, Adverse Person or an Affiliate or Associate with full power of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:______________________ _______________DATED: _______________________ , ___ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractional shares will be issued Common Shares or other securities issuable upon the exercise of any Right or Rights represented hereby (at evidenced hereby. In lieu of issuing such fractional Common Shares or other securities, the option of the Company, be represented by depositary receipts), but in lieu thereof, Company may make a cash payment shall be madepayment, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, 20__. AttestATTEST: CENTRAL BANCORP, INC. Certegy Inc. By:_____________________________ By:_______________________________ Secretary Title: [SEAL] Countersigned: REGISTRAR AND TRANSFER COMPANY SunTrust Bank By_____:_________________________ Authorized Signatory [Signature 36 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED RECEIVED,___________________________________________________ hereby sells, assigns and transfer unto transfers unto_______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ (Please print name and address of transferee) ___________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, 20__ _________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE 37 CERTIFICATE The signature to undersigned hereby certifies by checking the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractional shares will be issued Common Shares or other securities issuable upon the exercise of any Right or Rights represented hereby (at evidenced hereby. In lieu of issuing such fractional Common Shares or other securities, the option of the Company, be represented by depositary receipts), but in lieu thereof, Company may make a cash payment shall be madepayment, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________December 20, 2000. AttestATTEST: CENTRAL BANCORPSCI Systems, INC. Inc. By:_____________________________ By:_______________________________ Secretary Title: ----------------------------------- -------------------------------- Michxxx X. Xxxxxxxx Jamex X. Xxxxxx Xxxretary Senior Vice President and Chief Financial Officer [SEAL] Countersigned: REGISTRAR AND TRANSFER COMPANY Mellon Investor Services LLC By______________________________ : --------------------------------- Authorized Signatory [Form of Reverse Side of Rights Certificate] Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED _____________RECEIVED, ______________________________ hereby sells, assigns and transfer transfers unto ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , 200__ --------------- -------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Rights Certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: _________________, 20___. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary LODGENET ENTERTAINMENT CORPORATION By By Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of COMPUTERSHARE, as Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Agent By FOR VALUE RECEIVED ___________________________________________ RECEIVED, hereby sells, assigns and transfer transfers unto _______________________________________________ (Please please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:: , 20______________________ ______________________________________ . Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Certificate may become void without any further action by the Company. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 19___. Attest[SEAL] ATTEST: CENTRAL BANCORP, INC. ILLINI CORPORATION By:__: ___________________________ By:____: ___________________________ Secretary Name: _____________________ Name: _________________________ Title: ____________________ Title: ________________________ Countersigned: REGISTRAR AND ILLINOIS STOCK TRANSFER COMPANY By___: ___________________________ Authorized Signatory Name: _____________________ Title: ____________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_____appoint ____________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:____________: __________ __, 19___ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractions which are integral multiples of the Company, be represented by depositary receiptsone one-hundredth of a share of Preferred Stock), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________ ATTEST: KELLWOOD COMPANY By: Secretary Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY By: Name: By: Title: Authorized Signature FOR VALUE RECEIVED hereby sells, assigns and transfer unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ as attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. AttestDated: CENTRAL BANCORP, INC. By:_________________ Signature Signature Guaranteed: _____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. ByDate:__________________________________ ATTEST: ALCAN INC. By: ____________________________________ Secretary Countersigned: CIBC MELLON TRUST COMPANY By:_____________________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY ByAuthorized Signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________________________________________ hereby sells, assigns and transfer transfers unto ________________________________________________________________________________ _______________________________________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint _________________________ attorney______, Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within‑named Corporation, Inc. with full power of substitution. Dated:_________________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, (Signature must correspond to the name as written upon the face of the this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and ) Signature must be guaranteed by an eligible guarantor institution (a bankmember firm of a recognized stock exchange in Canada, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined a registered national securities exchange in the Rights Agreement)United States of America, and shall affix a legend to that effect on any Rights Certificate issued member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in exchange for this Rights Certificate. Form Canada or the United States of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights CertificateAmerica.)

per Right. No fractional shares Preference Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractions which are integral multiples of the Company, be represented by depositary receiptsone one-hundredth of a Preference Share), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preference Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights The Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. AttestATTEST: CENTRAL BANCORP, INC. By:_UGI CORPORATION ____________________________ By:__________________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY MELLON BANK N.A. By______________________________ Authorized Signatory Title [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT Form of Assignment ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED _______________________ hereby sells, assigns and transfers unto_____________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_______________________________________________________________________________ attorneythis Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within-name Company, Inc. with full power of substitution. Dated:: __________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ____________________. AttestDated: CENTRAL BANCORPATTEST: Communications Systems, INC. By:_____________________________ By:_______________________________ Inc. By Title Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ XXXXX FARGO BANK, N.A. By Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Signature FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto ___________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint____appoint _____________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature after due inquiry and to the foregoing Assignment and best of its knowledge) by checking the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Rights Certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________Dated: February 28, 2007. AttestAttest : CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary LODGENET ENTERTAINMENT CORPORATION /s/ Jxxxx X. Xxxx By /s/ Sxxxx X. Xxxxxxxx Title: Senior Vice President, Title: Chief Executive Officer General Counsel, Secretary and Chief Compliance Officer Countersigned: REGISTRAR AND TRANSFER COMPANY COMPUTERSHARE, as Rights Agent By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) : /s/ Exxxxx Xxxxxx Title: Manager, Investor Services FOR VALUE RECEIVED ___________________________________________ RECEIVED, hereby sells, assigns and transfer transfers unto _______________________________________________ (Please please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : , 20 . Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Certificate may become void without any further action by the Company. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of August 22, 2006. ATTEST: XXXXXX RUBBERMAID INC. ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ By: _________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY COMPUTERSHARE INVESTOR SERVICES, LLC By: _______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _____________________________ (Please print name and address of transferee) _______________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ____________appoint __________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankAttorney, stockbrokerto transfer the within Right Certificate on the books of the within-named Company, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act full power of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:______________: ________ ______________________________________ Signature , Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a signature guarantee medallion program) pursuant to Rule 17Ad-15 under . Certificate ----------- The undersigned hereby certifies by checking the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be exchanged by the Company in whole or in part for Common Stock of the Company under certain circumstances. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any the time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint__________________________________ Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated: ______________________, ____ __________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of undersigned hereby certifies that the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented evidenced by this Rights Right Certificate to be Beneficially Owned are not beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. The Company is not obligated to issue fractional shares will be issued of Common Stock upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, 19__. AttestATTEST: CENTRAL BANCORP, INC. By:WESTAMERICA BANCORPORATION _____________________________ By:_____By __________________________ Secretary Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President Title: President and Chief & Chief Financial Officer Executive Officer Countersigned: REGISTRAR AND TRANSFER CHEMICAL TRUST COMPANY By_OF CALIFORNIA _____________________________ Authorized Signatory Signature A-3 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name hereby sells, assigns and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointtransfers unto _________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. Dated: _______________, 19___ ____________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.):

per Right. No fractional shares Common Shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable purchasable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription subscriptions rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised exercised, as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 2009. AttestATTEST: CENTRAL BANCORP, INCXXXXX MFG. & ELECTRONICS CORP. By:_____________________________ By:_______________________________ : -------------------------------- ---------------------------- Secretary Title: President Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ : ----------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights this Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto transfers unto_______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ________________________________________________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankPlease print name and address of transferee) ________________________________________________________________________________ this Right Certificate, stockbrokertogether with all right, savings title and loan association or credit union interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act full power of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)substitution. Dated:____________________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights this Right Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights this Right Certificate.)

per Right. No fractional shares interests in Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractional interests which are integral multiples of the Companyone one-hundredth of a Preferred Share, which shall be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 2001. AttestATTEST: CENTRAL BANCORPFOSTER WHEELER LTD. By ------------------------ Countersigned: Date: MELLON INVESTOR SERVICES LLC By ------------------------ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, INC. By:_________assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ By:__________________Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: 20 ------------------, -- ----------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------- (To be completed if applicable) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------- Signature FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: FOSTER WHEELER LTD. The undersigned hereby irrevocably elects xx xxxxxxxx _____________ Secretary TitleRights represented by this Right Certificate to purchase the Preferred Shares or interests therein issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares or depositary receipts representing interests therein be issued in the name of: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ Please insert social security or other taxpayer identifying number (Please print name and address address) If such number of transferee) Rights shall not be all the Rights evidenced by this Rights Right Certificate, together with all righta new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identifying number (Please print name and address) Dated: 20 ------------------, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ -- ----------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an eligible guarantor institution office or correspondent in the United States. ----------------------------------- (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to To be completed, completed if trueapplicable) The undersigned hereby certifies that the Rights represented evidenced by this Rights Right Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)----------------------------- Signature

per Right. No fractional shares will of Preferred Stock (other than fractions which are integral multiples of one one-hundredth (1/100) of a share) are required to be issued upon the exercise of any Right or Rights represented hereby (at the option of the Companyevidenced hereby, be represented by depositary receipts), but and in lieu thereof, thereof the Corporation may cause depositary receipts to be issued and/or a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Preferred Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of __________ ______, _____. AttestATTEST: CENTRAL BANCORPGUILFORD MILLS, INC. By:_____________________________ By:_______________________________ Xx ---------------------------------------- ------------------------------ [Assistant] Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ ---------------------------------------- By -------------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights CertificateRight Certificates.)

per Right. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _______________, 19_____. Attest_ ATTEST: CENTRAL BANCORPNORSTAN, INC. By:_____________________________ By:_______________________________ By ------------------------- --------------------------- Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By ----------------------- Authorized Signatory Signature A-5 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ -------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_____appoint ____________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature after due inquiry and to the foregoing Assignment and best of its knowledge) by checking the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated: __________________, 19__. Attest: CENTRAL BANCORPNETWORK COMPUTING DEVICES, INC. By:_____________________________ By:_______________________________ Secretary Title: ----------------------------------- By ----------------------------------- Name ------------------------------ Name --------------------------------- Title ----------------------------- Title -------------------------------- Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory ----------------------------------- as Rights Agent By ----------------------------------- B-3 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________RECEIVED, __________________________ hereby sells, assigns and transfer unto transfers unto___________________________________________________ (Please please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring PersonCertificate, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:_______together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, __________________________ . ------------------------- Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.):

per Right. No fractional shares will of Preferred Stock (other than fractions which are integral multiples of one one-hundredth (1/100) of a share) are required to be issued upon the exercise of any Right or Rights represented hereby (at the option of the Companyevidenced hereby, be represented by depositary receipts), but and in lieu thereof, thereof the Company may cause depositary receipts to be issued and/or a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, 199_. AttestATTEST: CENTRAL BANCORPSHOWBOAT, INC. By:_____________________________ By:_______________________________ : Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY [Rights Agent] By______________________________ : Authorized Signatory Signature [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _________________(Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ (Please print name and address Attorney to transfer the within Right Certificate on the books of transferee) this Rights Certificatethe within-named Company, together with all right, title and interest therein, and does hereby irrevocably constitute and appointfull power of substitution. Dated: _________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ____________________________________199__ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) CERTIFICATE The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares will securities shall be issued upon the exercise of any Right or Rights represented hereby (other than fractions of Preferred Shares that are integral multiples of one four-hundredth of a Preferred Share, that may, at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which or property that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. Attest: COMPUTER SCIENCES CORPORATION a Nevada corporation By________. Attest: CENTRAL BANCORP, INC. By:__________________ By___________________________ Name: Name: Title: Title: Countersigned: Chemical Mellon Shareholder Services, as Rights Agent By:_______________________________ Secretary Name: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ RECEIVED, the undersigned hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ________________________________________________________________ Signature (Name, address and social security or other identifying number of transferee) ______________________________ ( ) of the Rights represented by this Rights Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints ______________________ attorney to transfer said Rights on the books of Project First Corporation with full power of substitution. Dated:_______________, 19___ _____________________________ (Signature) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned owned by an Acquiring Person, Adverse Person a 20% Stockholder or an Affiliate or Associate of an Acquiring Person or Adverse Person a 20% Stockholder (as such capitalized terms are defined in the Rights Agreement). Dated:: ___________________, 19___ ______________________________________ Signature (Signature) Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreementcontinued), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, . Attest: CENTRAL BANCORPASK JEEVES, INC. By:_____________________________ By:_______________________________ Secretary : Name: Title: CountersignedFLEET NATIONAL BANK, N.A. as Rights Agent By: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Name: Title: B–3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature DATED: , Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented evidenced by this Rights Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (each as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORPPORTAL SOFTWARE, INC. By:: _____________________________ By:_______________________________ Secretary Name: ___________________________ Title: __________________________ Countersigned: REGISTRAR AND TRANSFER COMPANY EQUISERVE TRUST COMPANY, N.A., as Rights Agent By: ___________________________________ Authorized Signatory [Name: _____________________________ Title: ____________________________ Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ___________________ hereby sells, assigns and transfer unto ______________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint ___________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DATED: ______________________, ___ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) CERTIFICATE The undersigned hereby certifies that the Rights represented evidenced by this Rights Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (each as such capitalized terms are defined in the Rights Agreement). Dated:________________________________ Signature ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)___

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Dated:____________________. Attest_________ ATTEST: CENTRAL BANCORPHARVEST NATURAL RESOURCES, INC. By:___________________________________ By:______________________________________ Secretary Title: :_____________________________ Title:___________________________________ Countersigned: REGISTRAR AND TRANSFER COMPANY XXXXX FARGO BANK, N. A., as Rights Agent By:________________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateCertificates.) FOR VALUE RECEIVED RECEIVED,___________________________________________ hereby sells, assigns and transfer unto transfers unto_______________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint ___________________________ attorney, Attorney to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:: ____________________________ ___________________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ____Signature Signature Signature(s) Guaranteed: __________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)37

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ____________________. AttestDated: CENTRAL BANCORPCOMMUNITY FIRST BANKSHARES, INC. By:_____________________________ By:_______________________________ Secretary By Title: ATTEST: Secretary Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ XXXXX FARGO BANK MINNESOTA, N.A. By Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_____________appoint ____________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature after due inquiry and to the foregoing Assignment and best of its knowledge) by checking the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares of Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractions which are integral multiples of the Company, be represented by depositary receipts1/1,000ths of a share of Preferred Shares), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions action affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented Right evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________this [ ] day of [ ], 20 . Attest: CENTRAL BANCORP, INC------ ---------------- -- [SEAL] GARMIN LTD. By:_____________________________ By:_______________________________ Secretary : --------------------------------- Title: ATTEST: --------------------------- Title: Secretary Countersigned: REGISTRAR AND TRANSFER COMPANY [RIGHTS AGENT] By______________________________ : ----------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateCertificates.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer ----------------------------- transfers unto _______________________________________________ ------------------------------------------------------------------ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint ------------------------ Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : --------------------------- ------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractions which are integral multiples of the Company, be represented by depositary receiptsone one-hundredth of a share of Preferred Stock), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: ____________________. Attest___ KELLWOOD COMPANY By: CENTRAL BANCORP, INC. By:____________________________________ Title: Countersigned: ATTEST: AMERICAN STOCK TRANSFER AND TRUST COMPANY By:: _____________________________________ Secretary TitleBy: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Signature FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature (Please print name and address of transferee) ______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ as attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________ Signature: _______________________________ Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)___________________________

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one two-hundredth of a share of Preferred Stock which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or of subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 1986. AttestATTEST: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ THE GOODYEAR TIRE & RUBBER COMPANY By -------------------------- ----------------------- Secretary Title: Title Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ By ------------------------ Authorized Signatory Signature 11 114 [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ [(To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature GuaranteedNOTE: Form of Reverse Side of Rights Right Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificatenot amended and, if applicabletherefore, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreementreproduced herein), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)]

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of ____________, _____. By: ____________________. Attest: CENTRAL BANCORP, INC. By:_____ Title: _________________________ Secretary Countersigned: __________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_____appoint ____________________ attorney, Attorney to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within-named Corporation, Inc. with full power of substitution. Dated:: __________________, ____ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No The Rights Agreement may be supplemented and amended by the Company, as provided therein. The Company is not required to issue fractional shares will be issued Common Shares or other securities issuable upon the exercise of any Right or Rights represented hereby (at evidenced hereby. In lieu of issuing such fractional Common Shares or other securities, the option of the Company, be represented by depositary receipts), but in lieu thereof, Company may make a cash payment shall be madepayment, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, 19__. AttestATTEST: CENTRAL BANCORP, EQUIFAX INC. By:_____________________________ By:By __________________________ Secretary Title: [SEAL] Countersigned: SunTrust Bank, Atlanta By _________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ __________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bankhereby sells, stockbroker, savings assigns and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:transfers unto__________________________________________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, 19__ _________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE CERTIFICATE ----------- The signature to undersigned hereby certifies by checking the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Certificate may become void without any further action by the Company. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________December 19, 1996. Attest[SEAL] ATTEST: CENTRAL BANCORP, INC. NORTHWESTERN PUBLIC SERVICE COMPANY By:_____________________________ : By:_______________________________ Secretary : --------------------------- ------------------------------ Name: Name: Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY NORWEST BANK MINNESOTA, N.A. By______________________________ : ---------------------------- Authorized Signatory Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint Attorney, to transfer this the within Rights ------------ Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : , 19 ------------- ---- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. Subject to the provisions of the Rights Agreement, the Company at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Right Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers office of the Company and its corporate seal. Dated as of ____________________. AttestATTEST: CENTRAL BANCORPWENDY'S INTERNATIONAL, INC. By:_____________________________ By:_______________________________ Secretary By _________________________________ Name: Name: Title: Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By_________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name hereby sells, assigns and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointtransfers unto _________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, 19___ __________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to undersigned hereby certifies by checking the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORPDISCOVERY PARTNERS INTERNATIONAL, INC. ., By:_____________________________ By:: _______________________________ Secretary Name: __________________________ Title: __________________________ Countersigned: REGISTRAR AND AMERICAN STOCK TRANSFER COMPANY & TRUST COMPANY,as Rights Agent By__: ____________________________ Authorized Signatory [Name: _____________________ Title: ____________________ Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_____________appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DATED: ____________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in an "eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership institution" as defined in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 17Ad-5 promulgated under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares will The Redemption Price may be issued upon the exercise of any Right or Rights represented hereby (at the option of the Companypayable in cash, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or other consideration deemed appropriate by the Board of Directors. Following a Stock Acquisition Date, the redemption of any other securities Rights must be approved by a majority of the Company which Continuing Directors, and the Continuing Directors must constitute a majority of the directors then in office. Moreover, during the 120-day period immediately following a change in a majority of the Board of Directors as a result of a proxy or consent solicitation, the Rights may only be redeemed if approved by a majority of the Directors then in office who were in office at the commencement of such proxy or consent solicitation. A "Continuing Director" is (i) any time be issuable Person who on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any Record Date was a member of the rights Board of Directors, while such Person is a stockholder member of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereofBoard, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall who is not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person, or a representative or nominee of an Acquiring Person or Adverse of any such Affiliate or Associate, or (ii) any Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face who subsequently becomes a member of the Rights Certificate in every particularBoard, without alteration or enlargement or any change whatsoeverwhile such Person is a member of the Board, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate who is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person, or a representative or nominee of an Acquiring Person or Adverse Person (as of any such capitalized terms are defined in Affiliate or Associate, if such Person's nomination for election or election to the Board is recommended or approved by a majority of the Continuing Directors. The redemption of the Rights Agreement)may be made effective at such time and on such terms and conditions as the Board of Directors in its sole discretion may establish. Immediately following the action of the Board of Directors effecting the redemption of the Rights, the Rights will terminate and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form the only right of Reverse Side the holders of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To will be executed by to receive the registered holder if such holder desires to exercise Redemption Price. At any time after the Rights Certificatebecome exercisable for Common Stock or other consideration of the Company, the Board of Directors may exchange the Rights, in whole or in part, at an exchange ratio of one share of Common Stock, and/or equity securities deemed to have the same value as one share of Common Stock, per Right, subject to adjustment.)

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Certificate may become void without any further action by the Company. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 19___. Attest[SEAL] ATTEST: CENTRAL BANCORP, INC. ILLINI CORPORATION By:__: ___________________________ By:____: ___________________________ Secretary Name: _____________________ Name: _________________________ Title: ____________________ Title: ________________________ Countersigned: REGISTRAR AND ILLINOIS STOCK TRANSFER COMPANY By___: ___________________________ Authorized Signatory Name: _____________________ Title: ____________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_____appoint ____________________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:____________: __________ __, 19___ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution (which is a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________,19__. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights CertificateCORPORATE SEAL] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________GENZYME CORPORATION _________________________________ hereby sells, assigns and transfer unto ______________By_________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointClerk Countersigned: [ ] By_______________________________ attorney, Authorized Signature 62 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:Right Certificate.) FOR VALUE RECEIVED ___________________________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank__hereby sells, stockbroker, savings assigns and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:transfers unto ___________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ __________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and Signatures must be guaranteed by an eligible guarantor institution (a bankEligible Guarantor Institution, stockbroker, savings and loan association or credit union with membership as defined in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In -------------------------------------------------------------------------------- CERTIFICATE ----------- The undersigned hereby certifies by checking the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)appropriate boxes that:

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. ByDate:__________________________________ ATTEST: NOVELIS INC. By: ____________________________________ Secretary Countersigned: CIBC MELLON TRUST COMPANY By:_____________________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY ByAuthorized Signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint _________________________ attorney, Attorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Corporation, Inc. with full power of substitution. Dated:_________________________________ ______________________________________ Signature (Signature must correspond to the Signature Guaranteed: Signatures name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by an eligible guarantor institution (a major Canadian trust company, a Schedule I Canadian chartered bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion a member of a recognized Medallion Guarantee program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to To be completed, completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and Common Shares, that the Rights represented evidenced by this Rights Certificate are not not, and, to the best of the knowledge of the undersigned, never have been, Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement)) after such person became an Acquiring Person. ________________________________________ Signature FORM OF ELECTION TO EXERCISE (To be attached to each Rights Certificate) TO: The undersigned hereby irrevocably elects to exercise _________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Name:__ Street:_________________________________________________________________________ City, Province & Postal Code:___________________________________________________ Social Insurance, Social Security or Other Taxpayer Identification Number:___________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name:___________________________________________________________________________ Street:_________________________________________________________________________ City, Province & Postal Code:___________________________________________________ Social Insurance, Social Security or Other Taxpayer Identification Number:___________________________________________ Dated:______________________ ______________________________________ Signature (Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the this Rights Certificate in every Signature Guaranteed: particular, without alteration or enlargement or any change whatsoever, and ) Signature must be guaranteed by an eligible guarantor institution (a major Canadian trust company, a Schedule I Canadian chartered bank, stockbrokeror a member of a recognized Medallion Guarantee program. (To be completed if true) The undersigned hereby represents, savings for the benefit of all holders of Rights and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934Common Shares, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented evidenced by this Rights Certificate are not, and, to be the best of the knowledge of the undersigned, never have been, Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate) after such person became an Acquiring Person. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)______________________________ Signature

per Right. No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts)evidenced hereby, but in lieu thereof, thereof a cash payment shall may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of ____________, ____. SOUTHWEST GAS CORPORATION By: ____________________. Attest: CENTRAL BANCORP, INC. By:_____ Title: Countersigned: HARRXX XXXST COMPANY OF CALIFORNIA By: _________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers unto ____________________________ ------------------------------------------------------------ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ (Please print name and address Attorney to transfer the within Right Certificate on the books of transferee) this Rights Certificatethe within-named Corporation, together with all right, title and interest therein, and does hereby irrevocably constitute and appointfull power of substitution. Dated: _________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise 93 hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 1986. AttestATTEST: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ THE GOODYEAR TIRE & RUBBER COMPANY By ----------------------------- -------------------------------- Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory By ------------------------------- 95 [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights CertificateRight Certificates.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer transfers -------- unto _______________________________________________ ------------------------------ ------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest ------- therein, and does hereby irrevocably constitute and appoint_________________________ attorneyappoint ------------------- Attorney, to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ : , 19 ----------------- ---- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. 96 Certificate ----------- (to be completed, if true) The undersigned hereby certifies that by checking the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Datedappropriate boxes that:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares interests in Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option other than fractional interests which are integral multiples of the Companyone one-hundredth of a Preferred Share, which shall be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, 19__. AttestATTEST: CENTRAL BANCORP, INC. By:__XXXXXX XXXXXXX CORPORATION ___________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY Date: XXXXX XXXXXX SHAREHOLDER SERVICES, L.L.C. By______________________________ Authorized Signatory [Signature Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within- named Company, with full power of substitution. Dated: _________________________________________, 19__ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an eligible guarantor institution office or correspondent in the United States. ----------------------------------------------------------- (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to To be completed, completed if trueapplicable) The undersigned hereby certifies that the Rights represented evidenced by this Rights Right Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:_____________________________ Signature ----------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: XXXXXX XXXXXXX CORPORATION The undersigned hereby irrevocably elects to exercise ____________________ Rights represented by this Right Certificate to purchase the Preferred Shares or interests therein issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares or depositary receipts representing interests therein be issued in the name of: Please insert social security or other taxpayer identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identifying number (Please print name and address) Dated: ____________________, 19__ _____________________________ Signature Signature Guaranteed: Form Signatures must be guaranteed by a member firm of Reverse Side a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------------------------- (To be completed if applicable) The undersigned hereby certifies that the Rights evidenced by this Right Certificate -- continued are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _____________________________ Signature ----------------------------------------------------------- NOTICE The signature to in the foregoing Forms of Assignment and the foregoing Certificate, if applicable, Election must correspond conform to the name as written upon the face of the Rights this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms of Assignment and Election to Purchase is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C REVISED SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 22, 1987, the Board of Directors of Xxxxxx Xxxxxxx Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the "Common Shares"), of the Company. The dividend was paid on October 2, 1987 (the "Record Date") to the shareholders of record on that date. Since September 22, 1987, the terms of the Rights have been amended on July 25, 1995 and September 30, 1997. Each Right entitles the registered holder to purchase from the Company a one one-hundredth interest in a share of Series A Junior Participating Preferred Stock, no par value (the "Preferred Shares"), of the Company, at a price of $175 per one one-hundredth interest in a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in an Amended and Restated Rights Agreement, dated as of September 30, 1997 (the "Rights Agreement"), between the Company and Xxxxx Xxxxxx Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by the Company's Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of such outstanding Common Shares (the earlier of such dates being called the "Distri- bution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on October 2, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and must the number of interests in a Preferred Share or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredth interests in a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be guaranteed redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by an eligible guarantor institution (customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under Preferred Share purchasable upon exercise of each Right should approximate the Securities Exchange Act value of 1934, as amendedone Common Share. In the event that the foregoing Certificate Company is not duly executedacquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, with signature guaranteedproper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the Company shall deem exercise thereof at the Rights represented by this Rights Certificate to be Beneficially Owned by then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any Person becomes an Acquiring Person, Adverse proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or an Affiliate or Associate of group becomes an Acquiring Person and prior to the acquisition by such person or Adverse Person group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (as other than Rights owned by such capitalized terms are defined person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional interests in Preferred Shares will be issued (other than fractional interests which are integral multiples of one one-hundredth of a Preferred Share, which shall be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights Agreementin whole, but not in part, at a price of $.02 per Right (the "Redemption Price"); provided, and shall affix a legend to however, that effect on no redemption will be permitted or required after the acquisition by any Rights Certificate issued in exchange for this Rights Certificateperson or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares. Form Immediately upon any redemption of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires Rights, the right to exercise the Rights Certificatewill terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to extend the Final Expiration Date, and, provided there is no Acquiring Person to extend the period during which the Rights may be redeemed, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.)

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights represented evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred Stock, which may, at the option election of the Company, be represented evidenced by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights represented evidenced by the this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________ _____________. Attest: CENTRAL BANCORP, INC. By:_____________________________ . Illumina, Inc. By:_______________________________ Secretary : ------------------------------- Name: -------------------------- Title: ------------------------- Countersigned: REGISTRAR AND TRANSFER COMPANY Equiserve Trust Company, N.A. as Rights Agent By______________________________ : ------------------------------- Authorized Signatory [Name: ------------------------ Title: ----------------------- B-3 48 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto ________________________ hereby sells, assigns and transfer unto _________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint____________appoint _____________ attorneyAttorney, to transfer this the within Rights Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:______________________ ______________________________________ DATED: , ----------------------- ---- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership participant in an approved a Securities Transfer Association Inc. recognized signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

per Right. No fractional shares Preferred Shares will be issued upon the exercise of any Right or Rights represented evidenced hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, thereof a cash payment shall will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented evidenced by the Rights this Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, ____. AttestATTEST: CENTRAL BANCORP, INCORIENT-EXPRESS HOTELS LTD. By:_____________________________ By:_______________________ Countersigned: FLEET NATIONAL BANK By: _________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Signature Date: Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED __________RECEIVED, _________________________________ hereby sells, assigns and transfer transfers unto _____________________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appointappoint _________________________ attorneyAttorney, to transfer this Rights the within Right Certificate on the books of Central Bancorpthe within-named Company, Inc. with full power of substitution. Dated:: ______________________ _, ______ _________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (generally, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an eligible guarantor institution (a bank, stockbroker, savings and loan association office or credit union with membership correspondent in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amendedUnited States). Certificate ----------- (to be completed, if true) -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights represented evidenced by this Rights Right Certificate are not Beneficially Owned beneficially owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person thereof (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Right Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- - continued FORM OF ELECTION TO EXERCISE ---------------------------- PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights Right Certificate.)) To: ORIENT EXPRESS HOTELS LTD. The undersigned hereby irrevocably elects to exercise _______________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: __________, ___ ________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (generally, a member firm of a