<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, For use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
CENTRAL BANCORP, INC.
---------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state
how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
<PAGE>
<PAGE>
[CENTRAL BANCORP, INC. LETTERHEAD]
June 23, 2000
Dear Fellow Stockholder:
The Annual Meeting of Stockholders (the "Meeting") of
Central Bancorp, Inc. (the "Company") will be held at the
Auditorium of FleetBoston, 100 Federal Street, Boston,
Massachusetts, on Thursday, July 27, 2000 at 11:00 a.m.
Accompanying this letter are a Notice of Annual Meeting, a
Proxy Statement, a Proxy Card for voting your shares and a copy
of the Company's Annual Report. You are encouraged to review
these materials carefully. At the Meeting, you will be asked to
elect three directors of the Company. During the meeting, we
will report on the operations of the Company. Directors and
officers of the Company as well as a representative of KPMG LLP
will be present to respond to any questions our stockholders may
have.
Your vote is very important, regardless of the number of
shares you own. ON BEHALF OF THE BOARD OF DIRECTORS, I URGE YOU
TO SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE, EVEN IF YOU CURRENTLY PLAN TO ATTEND THE MEETING.
This will not prevent you from voting in person, but will assure
that your vote is counted if you are unable to attend the
Meeting.
Your continued interest and support of Central Bancorp,
Inc. are sincerely appreciated.
Sincerely,
/s/ John D. Doherty
John D. Doherty
President and Chief Executive Officer
<PAGE>
<PAGE>
CENTRAL BANCORP, INC.
399 HIGHLAND AVENUE
SOMERVILLE, MASSACHUSETTS 02144
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 27, 2000
Notice is hereby given that the 2000 Annual Meeting of
Stockholders (the "Meeting") of Central Bancorp, Inc. (the
"Company") will be held at the Auditorium of FleetBoston, 100
Federal Street, Boston, Massachusetts on Thursday, July 27, 2000
at 11:00 a.m.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed herewith.
The Meeting is for the purpose of considering and acting
upon:
1. The election of three directors of the Company; and
2. Such other matters as may properly come before the
Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on any one of the foregoing
proposals at the Meeting on the date specified above, or on any
date or dates to which, by original or later adjournment, the
Meeting may be adjourned. Pursuant to the Company's Bylaws,
stockholders of record at the close of business on May 30, 2000
are the stockholders entitled to vote at the Meeting and any
adjournments thereof.
Whether or not you expect to be present at the Meeting,
please sign and date the enclosed proxy and mail it promptly in
the enclosed postage-paid envelope. If you do attend the Annual
Meeting and wish to vote in person, you may do so even though
you have signed an earlier proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gladys N. Partamian
GLADYS N. PARTAMIAN
SECRETARY AND CLERK
Somerville, Massachusetts
June 23, 2000
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD WITHOUT
DELAY. THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES. AN ADDRESSED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
CENTRAL BANCORP, INC.
399 HIGHLAND AVENUE
SOMERVILLE, MASSACHUSETTS 02144
(617) 628-4000
ANNUAL MEETING OF STOCKHOLDERS
JULY 27, 2000
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Central
Bancorp, Inc. (the "Company"), the holding company for Central
Co-operative Bank (the 'Bank") to be used at the 2000 Annual
Meeting of Stockholders of the Company (hereinafter called the
"Meeting") which will be held at the Auditorium of FleetBoston,
100 Federal Street, Boston, Massachusetts, on Thursday, July 27,
2000 at 11:00 a.m. The Company's shares of Common Stock are
registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") with the Securities and Exchange Commission
("SEC"). The accompanying Notice of Annual Meeting and this
Proxy Statement are being first mailed to stockholders on or
about June 23, 2000.
________________________________________________________________
VOTING AND REVOCATION OF PROXIES
________________________________________________________________
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Meeting and all adjournments
thereof. Proxies may be revoked by written notice to the
Secretary of the Company at the address noted above, or the
filing of a later proxy, prior to a vote being taken on a
particular proposal at the Meeting. A proxy will not be voted
if a stockholder attends the Meeting and votes in person. The
presence of a stockholder at the Meeting will not automatically
revoke such stockholder's proxy. Proxies solicited by the Board
of Directors of the Company will b voted in accordance with the
directions given therein. WHERE NO INSTRUCTIONS ARE INDICATED,
PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH
IN THIS PROXY STATEMENT AND IN FAVOR OF EACH OF THE OTHER
PROPOSALS SET FORTH HEREIN FOR CONSIDERATION AT THE MEETING.
The proxy confers discretionary authority on the persons
named therein to vote with respect to the election of any person
as a director where the nominee is unable to serve or for good
cause will not serve, and matters incident to the conduct of the
Meeting. If any other business is presented at the Meeting,
proxies will be voted by those named therein in accordance with
the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast.
In addition, shares held in street name which have been
designated by brokers on proxy cards as not voted will not be
counted as votes cast. Proxies marked as abstentions or as
broker non-votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
Stockholders of record as of the close of business on May
30, 2000 (the "Record Date"), are entitled to one vote for each
share then held. As of the Record Date, the Company had
1,792,050 shares of common stock, par value $1.00 per share (the
"Common Stock"), issued and outstanding. The Company did not
have any other class of equity security outstanding on the
record date. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of Common
Stock entitled to vote is necessary to constitute a quorum at
the Meeting.
Persons and groups beneficially owning in excess of 5% of
the Company's Common Stock are required to file certain reports
regarding such ownership pursuant to the Exchange Act. Based on
such reports and other information which management believes to
be correct, management knows of no persons, except as listed
below, who owned more than 5% of the outstanding shares of
Common Stock as of the Record Date.
<PAGE>
<PAGE>
The following table sets forth, as of the Record Date,
certain information as to those persons who were the beneficial
owners of more than five percent (5%) of the Company's
outstanding shares of Common Stock and as to the shares of
Common Stock beneficially owned by all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
------------------- ---------- ------------
<S> <C> <C>
Central Co-operative Bank (2) 167,203 9.33%
Employee Stock Ownership Plan
399 Highland Ave.
Somerville, Massachusetts 02144
Jeffrey L. Gendell (3) 176,400 9.84%
Tontine Partners, L.P.
200 Park Avenue
New York, New York 10166
Dimensional Fund Advisors, Inc. 104,100 5.81%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
John D. Doherty 104,020 5.80%
Central Bank
399 Highland Avenue
Somerville, MA 02144
All Directors and Executive Officers 218,954 12.22%
as a Group (12 persons) (4)
<FN>
__________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
the Common Stock if he or she has sole or shared voting or investment
power with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used
herein, "voting power" is the power to vote or direct the voting of
shares and "investment power" is the power to dispose or direct the
disposition of shares.
(2) Of the shares beneficially owned by the Central Co-operative Bank
Employee Stock Ownership Plan ("ESOP"), 109,499 shares had been allocated
to participating employees, over which shares Directors Boulos and Kenney
as co-trustees of the ESOP (the "ESOP Trustees") had shared voting and
sole investment power, and 57,704 shares had not been allocated, as to
which shares the ESOP Trustees generally would vote in the same
proportion as voting directions received from voting ESOP participants.
(3) Based on a statement dated November 23, 1998, Mr. Gendell is the managing
member of a limited liability company which is the general partner of
Tontine Partners, L.P.
(4) Includes 49,037 shares of Common Stock which could be purchased by
officers pursuant to stock options which were exercisable within 60 days
of the Record Date. Does not include 57,704 shares held by the ESOP,
over which shares the ESOP Trustees had shared or sole voting and/or
investment power.
</FN>
</TABLE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is currently composed of
eight members. During 1999, Director George L. Doherty, Jr.
retired from the Board, and Nancy D. Neri was appointed as a new
director to fill the
2
<PAGE>
<PAGE>
vacancy created by his retirement. The Company's Articles of
Organization and Bylaws provide that Directors are to be elected
for terms of three years, approximately one-third of whom are to
be elected annually. Three directors will be elected at the
Meeting, each to serve for a three year period or until their
respective successors have been elected and qualified. The
Nominating Committee has nominated to serve as
Directors Joseph R. Doherty, Terence D. Kenney and Nancy D.
Neri, each to serve for a three year term. All nominees are
currently members of the Board. Directors will be elected by a
plurality of all votes cast.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE ELECTION OF JOSEPH R. DOHERTY, TERENCE D. KENNEY AND
NANCY D. NERI AS DIRECTORS OF THE COMPANY.
It is intended that the proxies solicited by the Board of
Directors will be voted for the election of the above named
nominees for a three year term. If a nominee is unable to
serve, the shares represented by all valid proxies will be voted
for the election of such substitute nominee as the Board of
Directors may recommend or the Board may also decide to reduce
the number of Directors to eliminate the vacancy. At this time,
the Board of Directors knows of no reason why any nominee might
be unavailable to serve.
The following table sets forth for each nominee and for
each director continuing in office, their name, age, the year he
or she first became a director of the Bank, which is the
Company's principal operating subsidiary, the year of expiration
of their present term and the number of shares and percentage of
the Company's Common Stock beneficially owned at the Record
Date. For information regarding shares of Common Stock
beneficially owned by all Directors and Executive Officers as a
group, see "Voting Securities and Principal Holders Thereof."
All persons were appointed as directors of the Company in 1998
in connection with the incorporation and organization of the
Company, except for John G. Quinn who was elected to the Board
of Directors in 1999 and Nancy D. Neri, who was appointed to the
Board of Directors in 1999. Each director of the Company is
also a member of the Board of Directors of the Bank.
<TABLE>
<CAPTION>
SHARES OF
YEAR FIRST PRESENT COMMON STOCK
AGE AS OF ELECTED TERM OWNED AT THE
NAME RECORD DATE DIRECTOR TO EXPIRE RECORD DATE(1) PERCENT
---- ------------- ----------- --------- -------------- --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2003
Joseph R. Doherty 76 1958 2000 73,385 4.10%
Terence D. Kenney 84 1975 2000 1,541 (2) .09%
Nancy D. Neri 44 -- 2000 200 .01%
DIRECTORS CONTINUING IN OFFICE
Gregory W. Boulos 43 1998 2001 5,500 (2) .31%
John D. Doherty 42 1983 2001 104,020 (3) 5.80%
Marat E. Santini 75 1972 2002 2,300 .13%
John F. Gilgun, Jr. 76 1987 2002 1,075 .06%
John G. Quinn 37 1999 2002 1,200 .07%
<FN>
____________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
the Common Stock if he or she has sole or shared voting or investment
power with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date.
(2) Did not include 57,704 shares held by the ESOP, over which shares the
ESOP Trustees, Directors Boulos and Kenney, had shared or sole voting
and/or investment power.
<PAGE>
(3) Includes 38,066 shares of Common Stock which would be acquired upon the
exercise of stock options exercisable within 60 days. Also included
9,954 shares of Common Stock allocated under the ESOP. Presented below is certain
information concerning each of the nominees and Directors continuing in office.
</FN>
</TABLE>
3
<PAGE>
<PAGE>
Unless otherwise stated, all nominees and Directors have
held the positions listed for at least the last five years.
JOSEPH R. DOHERTY served as President of the Bank from
1958 until April 1986. From April 1986 until March 31, 1992,
Mr. Doherty served as Chairman of the Board of Directors and
Chief Executive Officer, responsible for guiding the overall
operations of the Bank. As of March 31, 1992, Mr. Doherty
retired as Chief Executive Officer of the Bank, although he
remains Chairman of the Board. Mr. Doherty is the father of
Bank President and Chief Executive Officer, John D. Doherty.
TERENCE D. KENNEY was from 1975 to September 1986, Senior
Vice President of the Bank. He presently serves as Chairman of
the Board of Assessors of the City of Woburn, Massachusetts.
NANCY D. NERI is the manager of the George L. Doherty
Funeral Service, Inc., located in West Somerville,
Massachusetts.
GREGORY W. BOULOS was elected to the Board of Directors in
January 1998. He is a partner in The Boulos Company of
Portland, Maine, which is Maine's largest commercial real estate
brokerage and development firm, specializing in the sale and
leasing of commercial/industrial properties and the brokerage of
investment properties.
JOHN D. DOHERTY was elected President of the Bank in April
1986. As President, Mr. Doherty is responsible for the day-to-
day operations of the Bank and reports on the Bank's operations
directly to the Board of Directors. Commencing April 1, 1992,
Mr. Doherty also became the Chief Executive Officer of the Bank.
Mr. Doherty has been employed by the Bank in various capacities
since 1981 and is the son of Chairman of the Board Joseph R.
Doherty.
MARAT E. SANTINI was the Office Manager of Santini Inc., a
general contractor located in Arlington, Massachusetts, until
January 31, 1990. He is now retired and acts as a consultant to
Santini Inc.
JOHN F. GILGUN, JR. is the sole owner of the John F.
Gilgun Agency, a real estate agency located in Woburn,
Massachusetts.
JOHN G. QUINN, has been the President of Quinn Printing
Co., Inc., since 1990, which is located in Newton,
Massachusetts.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth the information, including the
ages, as of the Record Date with respect to executive officers
of the Company who do not serve on the Board of Directors.
Executive officers are appointed annually by the Board of
Directors.
PAUL S. FEELEY, 53, joined the Bank in July 1997 as Senior
Vice President and Treasurer/Chief Financial Officer. From 1993
to 1997, Mr. Feeley was Senior Vice President and Treasurer of
Bridgewater Credit Union. Prior to 1993 Mr. Feeley was Senior
Vice President, Chief Financial Officer and Clerk of the
Corporation at The Cooperative Bank of Concord, Acton,
Massachusetts.
DAVID W. KEARN, 58, joined the Bank in June 1993 as Senior
Vice President - Retail Banking. From 1990 to 1993, Mr. Kearn
was a Vice President of Loan Administration at Somerset Savings
Bank, Somerville, Massachusetts. Mr. Kearn was Senior Vice
President/Branch Administration at United States Trust Company
from 1987 to 1990.
WILLIAM P. MORRISSEY, 72, joined the Bank on November 1,
1992 as Senior Vice President of public affairs who represents
the Bank in outside banking and business organizations. Prior
to 1986, Mr. Morrissey served as Executive Vice President for
Corporate Affairs at the Boston Five Cents Savings Bank, and as
Deputy Commissioner of Banks for the Commonwealth of
Massachusetts.
4
<PAGE>
<PAGE>
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors conducts its business through
meetings of the Board and through its committees. During the
year ended March 31, 2000, the Board of Directors of the Company
held eight meetings, and the Board of Directors of the Bank met
12 times. No Director attended fewer than 75% of the total
number of meetings of the Board of Directors and meetings of
committees on which the director served during this period.
A Nominating Committee consisting of Directors John D.
Doherty, Gregory W. Boulos and Marat E. Santini met once to
nominate the nominees for Directors to be voted on at the
Meeting. The Company's Articles of Organization provide the
procedures for making nominations and states, among other
things, that any stockholder nomination to the Board of
Directors must be made in writing and delivered or mailed to the
Secretary of the Company not less than 30, nor more than 60 days
prior to the meeting of stockholders called for the election of
directors.
The Company's Finance Committee serves as an Audit
Committee. This Committee meets monthly to review reports
prepared by the Company's accounting staff as well as by its
internal auditor. In addition, the Finance Committee selects
the Company's independent accountants with whom it meets to
review the Company's audit. The members of the Finance
Committee are Directors Gregory W. Boulos (Chairman), Terence D.
Kenney, John G. Quinn and Nancy D. Neri. This Committee met 12
times during the year ended March 31, 2000.
The Company's Finance Committee (as listed above) also
serves as a compensation committee and reviews various personnel
issues such as wage and salary programs and incentive
compensation. During the year ended March 31, 2000, the Finance
Committee met two times in its capacity as a compensation
committee.
________________________________________________________________
DIRECTOR COMPENSATION
________________________________________________________________
Directors of the Company are each paid a fee of $350 per
Board meeting attended. The Chairman of the Finance Committee
and the Security (or loan review) Committee each are paid a fee
of $660 for each meeting of the respective committee which they
attend in their capacities as chairman. Members of both the
Finance and Security Committees each receive a fee of $350 per
meeting attended. The President does not receive any directors'
or committee fees. Director Terence D. Kenney receives an
additional $567 per month as a consulting fee for services
rendered in connection with the Bank's Woburn branches. Mr.
Doherty receives $700 per meeting as a Director and a member of
the Security Committee.
5
<PAGE>
<PAGE>
________________________________________________________________
EXECUTIVE COMPENSATION AND OTHER BENEFITS
________________________________________________________________
Summary Compensation Table. The following table sets forth
cash and noncash compensation for each of the last three fiscal
years awarded to or earned by the Chief Executive Officer and
each other executive officer of the Company whose salary and
bonus earned in 2000 exceeded $100,000 for services rendered in
all capacities to the Company and its subsidiaries (the "Named
Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------
NAME AND FISCAL OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) COMPENSATION(3)
------------------ ------ ------ ----- --------------- ---------------
<S> <C> <C> <C> <C> <C>
John D. Doherty 2000 $244,915 $45,000 $ -- $39,731
President and Chief 1999 222,519 45,000 -- 29,076
Executive Officer 1998 197,500 20,000 -- 39,141
Paul S. Feeley (2) 2000 114,942 10,000 -- 23,057
Senior Vice President/ 1999 102,600 10,000 -- 2,513
Chief Financial Officer 1998 -- -- -- --
David W. Kearn 2000 121,536 20,000 -- 29,525
Senior Vice President/ 1999 108,000 20,000 -- 21,135
Lending and Retail 1998 99,616 10,000 -- 23,377
Banking
William P. Morrissey 2000 109,731 10,000 -- 26,174
Senior Vice President 1999 98,000 10,000 -- 19,695
1998 92,116 10,000 -- 22,339
<FN>
____________
(1) Does not include perquisites which totaled less than ten percent
of annual salary and bonus.
(2) Mr. Feeley's salary and bonus did not exceed $100,000 for fiscal
1998.
(3) For fiscal 2000, consists of $10,808, $7,410, $9,038 and $7,947
contributions to defined contribution retirement plan, $1,123, $1,207,
$1,207 and $1,207 life insurance premium payments and 1,390, 722, 964 and
851 shares, based on $20.00 per share (the reported last sale price of
such shares on November 1, 1999), allocated under employee stock
ownership plan, respectively, for each of Mr. Doherty, Mr. Feeley, Mr.
Kearn and Mr. Morrissey, respectively.
</FN>
</TABLE>
6
<PAGE>
<PAGE>
Option Grants in Fiscal Year 2000. The following table
contains information concerning the grant of stock options
during the year ended March 31, 2000 to the executive officers
named in the Summary Compensation Table set forth above.
<TABLE>
<CAPTION>
PERCENT POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM (1)
OPTIONS IN FISCAL EXERCISE EXPIRATION ----------------------
NAME GRANTED YEAR PRICE DATE 5% 10%
---- ------- ---------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
John D. Doherty 13,066 40.20% $20.50 11/18/09 $430,984 $686,269
President and Chief
Executive Officer
Paul S. Feeley 2,865 8.82% $20.50 11/18/09 $ 94,502 $150,479
Senior Vice President/
Chief Financial Officer
David W. Kearn 4,524 13.92% $20.50 11/18/09 $149,324 $237,773
Senior Vice President/
Lending and Retail
Banking
William P. Morrissey 2,736 8.42% $20.50 11/18/09 $ 90,247 $143,704
Senior Vice President
<FN>
_________________
(1) Although the exercise price of options granted during the year ended March
31, 2000 was greater than the market price of the Common Stock on March
31, 2000, these calculations represent the difference between the
aggregate exercise price of the options and the aggregate value of the
underlying Common Stock at the expiration date assuming the indicated
annual rate of appreciation in the value of the Common Stock from the date
of grant, November 18, 1999.
</FN>
</TABLE>
Option Exercises and Fiscal Year-End Values. The following
table sets forth information regarding the values of options
held by the named executive officers at the end of fiscal 2000.
The named executive officers did not exercise any options during
fiscal 2000.
7
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END (1)
--------------------------- ----------------------
<S> <C> <C>
John D. Doherty 38,066 $ --
President and Chief
Executive Officer
Paul S. Feeley 2,865 --
Senior Vice President/
Chief Financial Officer
David W. Kearn 4,524 --
Senior Vice President/Lending
and Retail Banking
William P. Morrissey 2,736 --
Senior Vice President
<FN>
________
(1) All options were exercisable. As of March 31, 2000, the weighted average
exercise price of all outstanding options exceeded the last sale price per
share of Common Stock.
</FN>
</TABLE>
Employment, Consulting and Severance Agreements. The Bank
has entered into an employment agreement (the "Agreement") with
John D. Doherty, President. The Agreement provides for a term
of five years and an automatic annual extension of the term of
employment for an additional one-year period beyond the then
effective expiration date unless either the Bank or Mr. Doherty
gives written notice that the Agreement will not be extended
further. The current base annual salary of John D. Doherty is
$289,915. The Agreement also provides for annual salary review
by the Board of Directors, as well as inclusion of Mr. John D.
Doherty in any discretionary bonus plans, customary fringe
benefits, vacation and sick leave and disability payments of the
Bank. Mr. John D. Doherty's Agreement is terminated upon death
and is terminable by the Bank for "just cause" as defined in the
Agreement. If the Bank terminates Mr. John D. Doherty without
just cause, he is entitled to a continuation of his salary for
the remaining term of the Agreement. Mr. John D. Doherty may
terminate the Agreement upon 90 days notice to the Bank.
The Agreement contains a provision stating that in the
event of Mr. John D. Doherty's involuntary termination of
employment in connection with, or within three years after, any
change in control of the Bank or the Company, Mr. John D.
Doherty will be paid within 10 days of such termination an
amount equal to the difference between (i) 2.99 times his "base
amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code, and (ii) the sum of any other parachute payments,
as defined under Section 280G(b)(2) of the Internal Revenue
Code, that Mr. John D. Doherty receives on account of the change
in control. The term "change in control" is defined as the
acquisition, by any person or entity, of the ownership, holding
or power to vote more than 25% of the Company's or the Bank's
voting stock, the control of the election of a majority of the
Company's or the Bank's directors, or the exercise of a
controlling influence over the management or policies of the
Company or the Bank. In addition, under the Agreement, a change
in control occurs when, during any consecutive two-year period,
directors of the Company or the Bank at the beginning of such
period cease to constitute a majority of the Board of Directors
of the Company or the Bank, unless the election of replacement
directors was approved by a two-thirds vote of the initial
directors then in office. The Agreement also provides for a
similar lump sum payment to be made in the event of Mr. John D.
Doherty's voluntary termination of employment within three years
following a change in control, upon the occurrence, or within 90
days thereafter, of certain specified events following a change
in control, which have not been consented to in writing by Mr.
John D. Doherty, including (i) the requirement that he perform
his principal executive functions more than 35 miles away from
his primary office, (ii) a reduction in the his base
compensation as in effect prior to the change in control, (iii)
the failure of the Bank to provide Mr. John D. Doherty with
compensation and benefits substantially similar to those
provided to him at the time of the change in control under any
employee benefit plans in which he becomes a participant, (iv)
the assignment to Mr. John D. Doherty of material duties and
responsibilities other than those normally associated with his
position with the Bank, and (v) a
8
<PAGE>
<PAGE>
material reduction in his authority and responsibility. In the
event that a dispute arises between Mr. John D. Doherty and the
Bank, as to the terms or interpretation of the Agreement, Mr.
John D. Doherty will be reimbursed for all reasonable expenses
arising from such dispute. Payments made under these "change in
control" provisions are in lieu of any rights to which Mr. John
D. Doherty would be entitled in the event his employment was
terminated without just cause. If the change in control
provisions were triggered as of March 31, 2000, Mr. John D.
Doherty would receive up to approximately $734,443.
In connection with Joseph R. Doherty's retirement as Chief
Executive Officer of the Bank effective March 31, 1992, the Bank
and Joseph R. Doherty entered into a Consulting Agreement
whereby the Bank retained Mr. Doherty as a consultant to the
Bank and its Board of Directors and as Chairman of the Board.
Pursuant to the Consulting Agreement, Mr. Doherty receives
$100,000 annually in addition to use of an office and secretary,
reimbursement for certain business related dues and expenses,
group health and life insurance benefits for him and his
dependents and use of an automobile. The Consulting Agreement
currently provides for a term of one year and is subject to
automatic annual extensions for additional one year periods,
unless written notice from the Bank or Mr. Doherty directs
otherwise. Mr. Doherty's Consulting Agreement may be terminated
by the Board of Directors at any time for "just cause," as
defined in the Consulting Agreement. In addition, the Board may
terminate Mr. Doherty at any time for reasons other than "just
cause," however, under such circumstances Mr. Doherty shall be
entitled to the salary and benefits payable under the Consulting
Agreement until its expiration. Mr. Doherty may terminate the
Consulting Agreement upon giving the Board of Directors 60 days
prior written notice. During fiscal 2000, Mr. Doherty waived
the receipt of all compensation under this Consulting Agreement
due to health reasons. He did receive directors fees of $5,600
for Board meetings attended during fiscal 2000.
The Bank has entered into severance agreements (the
"Agreements") with Paul S. Feeley, Senior Vice President/Chief
Financial Officer, David W. Kearn, Senior Vice President /
Lending & Retail Banking, and William P. Morrissey, Senior Vice
President. The Agreements provide for a term of three years and
an automatic annual extension of the term of employment for an
additional one-year period beyond the then effective expiration
date unless either the Bank or Messrs. Feeley, Kearn or
Morrissey gives written notice that the Agreement will not be
extended further. The Agreements contain a provision stating
that in the event of Messrs. Feeley's, Kearn's or Morrissey's
involuntary termination of employment in connection with, or
within one year after, any change in control of the Company or
the Bank, Messrs. Feeley, Kearn or Morrissey will be paid within
10 days of such termination an amount equal to two times the
employee's annual base salary at the rate just prior to the
change in control, however, the amount received shall in no
event exceed the difference between (i) 2.99 times his "base
amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code, and (ii) the sum of any other parachute payments,
as defined under Section 280G(b)(2) of the Internal Revenue
Code, that Messrs. Feeley, Kearn or Morrissey receives on
account of the change in control. "Control" generally refers to
the acquisition, by any person or entity, of the ownership,
holding, or power to vote more than 25% of the Company's or the
Bank's voting stock, the control of the election of a majority
of the Company's or the Bank's directors, or the exercise of a
controlling influence over the management or policies of the
Company or the Bank. In addition, under the Agreements, a
change in control occurs when, during any consecutive two-year
period, directors of the Company or the Bank at the beginning of
such period cease to constitute a majority of the Board of
Directors of the Company or the Bank, unless the election of
replacement directors was approved by a two-thirds vote of the
initial directors then in office. The Agreements also provide
for a similar lump sum payment to be made in the event of
Messrs. Feeley's, Kearn's or Morrissey's voluntary termination
of employment within one year following a change in control,
upon the occurrence, or within 90 days thereafter, of certain
specified events following a change in control, which have not
been consented to in writing by Mr. Feeley, Mr. Kearn or
Morrissey, including (i) the requirement that he perform his
principal executive functions more than 35 miles away from his
primary office, (ii) a reduction in the his base compensation as
in effect prior to the change in control, (iii) the failure of
the Company or the Bank to provide him with compensation and
benefits substantially similar to those provided to him at the
time of the change in control under any employee benefit plans
in which he becomes a participant, (iv) the assignment to him of
material duties and responsibilities other than those normally
associated with his position with the Bank, and (v) a material
reduction in his authority and responsibility. In the event
that a dispute arises between Mr. Feeley or Mr. Kearn or
Morrissey and the Bank, as to the terms or interpretation of the
Agreements, he will be reimbursed for all reasonable expenses
arising from such dispute. If the change in control provisions
were triggered as of March 31, 2000, Messrs. Feeley, Kearn and
Morrissey would receive up to approximately $302,815, $334,373
and $295,391, respectively.
9
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<PAGE>
Pension Plan. The following table illustrates the maximum
estimated annual benefits payable upon retirement pursuant to
the Bank's defined benefit pension plan based upon the pension
plan formula for specified final average earnings and specified
years of service.
<TABLE>
<CAPTION>
FINAL YEARS OF SERVICE
AVERAGE --------------------------------------------------------
EARNINGS 10 15 20 25 30 35
-------- --------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 25,000 $ 2,500 $ 3,750 $ 5,000 $ 6,250 $ 7,500 $ 8,750
50,000 5,745 6,118 8,990 11,863 14,735 17,608
100,000 13,245 19,868 26,490 33,113 39,735 46,358
150,000 20,745 31,118 41,490 51,863 62,235 72,608
175,000 22,745 34,117 45,490 56,862 68,235 79,607
200,000 22,745 34,117 45,490 56,862 68,235 79,607
250,000 22,745 34,117 45,490 56,862 68,235 79,607
300,000 22,745 34,117 45,490 56,862 68,235 79,607
</TABLE>
Benefits are hypothetical amounts only. Currently, the
maximum annual benefit payable under the pension plan is
$130,000. Final average earnings in excess of $228,973 are not
covered under the pension plan for pre-1994 accruals, and final
average earnings in excess of $160,000 are not covered under the
pension plan for post-1993 accruals. "Final average earnings,"
which is based upon a participant's highest three consecutive
years of compensation, consists of compensation that would
appear under the "Salary" and "Bonus" columns of the Summary
Compensation Table above. Benefits under the pension plan
become 100% vested over a six-year period, with 20% of such
benefits vesting upon the completion of each of the second
through sixth years of credited service under the pension plan.
As of March 31, 2000, Messrs. John D. Doherty, Paul S. Feeley,
David W. Kearn and William P. Morrissey had approximately 18,
two, six and seven years, respectively, of credited service
under the pension plan. Benefits set forth in the preceding
table are computed as a single life annuity and are not
subject to any deduction for Social Security or other offset
amounts.
CERTAIN TRANSACTIONS
The Bank engages in transactions with affiliates of the
Bank on the same terms and other conditions as those offered to
unaffiliated parties. Loans by the Bank made to Directors,
officers and employees are made in the ordinary course of
business, on substantially the same terms, including interest
rates, collateral and repayment terms as those prevailing at the
time for comparable transactions with other persons, and do not
involve more than the normal risk of collectability or present
other unfavorable features. Massachusetts law provides that
co-operative banks are limited in the amount of money they may
lend an officer of the Bank. These limits are $275,000 for a
mortgage on a primary residence, $75,000 loans for educational
purposes and $20,000 for all other types of loans in total.
This restriction does not apply to non-officer employees of the
Bank or to its outside Directors. Any loans existing prior to
the implementation of this restriction are grandfathered. The
same loans available to the public are available to Directors,
officers and employees.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General. The function of administering the Company's
executive compensation policies is currently performed by the
Finance Committee of the Board of Directors, which is composed
entirely of outside directors. The Committee is responsible for
developing and making recommendations to the Board concerning
compensation paid to the Chief Executive Officer and each of the
other executive officers and for overseeing all aspects of the
Company's executive compensation program, including employee and
executive benefit plans. Because the Company does not have any
executive officers who are not also executive officers of the
Bank, this discussion refers to the executive officers of the
Bank, rather than the Company.
Compensation Committee Report on Executive Compensation.
In 1992, the Bank formalized the process by which Management is
hired, evaluated and compensated. At that time, the Bank
engaged the services of New
10
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<PAGE>
England Business Advisors, Inc. ("NEBA"), and KPMG LLP ("KPMG"),
each acting under the direction of the Bank's Finance Committee
(which is composed of outside directors) to assist the Bank in
developing a "Management Plan". This Plan included (i) an
assessment of the qualifications of senior management; (ii) a
review of the compensation of senior management based on their
qualifications, experience and responsibilities; and (iii)
certain suggestions regarding organizational aspects of the
Bank's senior management. NEBA prepared the Management Plan and
KPMG conducted the analysis relating to senior management
compensation and provided that information to the Finance
Committee. Acting at that time, the Finance Committee
determined that the compensation of each of the Bank's senior
officers was appropriate for his or her qualifications,
experience and responsibilities at the Bank. The Bank's
Management Plan includes job descriptions for each officer
position, the Senior Officer Compensation Statement of Policy
and a process for the review of senior officer compensation.
These plans and policies form the basis by which senior officer
salaries (including the salary of the Chief Executive Officer)
are evaluated on an annual basis.
The management assessment process calls for the Finance
Committee to evaluate the Chief Executive Officer and the other
executive officers to determine their ability to: (i) operate
the Bank in a safe and sound manner; (ii) comply with applicable
laws and regulations; and (iii) maintain and improve all aspects
of the Bank, including asset quality, capital adequacy,
earnings, management effectiveness and liquidity.
The officers are assessed on the following criteria,
through personal interviews and reviews of their position
descriptions and personnel records: (i) position
responsibilities; (ii) experience and expertise; (iii)
education; (iv) performance record; (v) technical capability;
(vi) management capability; (vii) implementation capability;
(viii) strategic capability; (ix) compliance capability; and (x)
current problems/issues in areas of responsibilities.
Subsequent to the completion of the Management Plan, and
using the information included in the Plan, NEBA has worked with
the Bank to develop a comprehensive job and salary
administration program, including position descriptions,
position evaluation (grading) and a salary structure, and NEBA
have worked with the Bank to develop the salary structure, with
recommended salary ranges for each grade, using three different
independent sources providing compensation information for
comparable companies. As noted, the recommended compensation
ranges are based on job content, as compared to comparable
positions in the market, as well as the Bank's overall
compensation philosophy.
The Bank performs a comprehensive compensation analysis at
least every two years. In 1999, for compensation determinations
for fiscal 2000, the Finance Committee reviewed and updated the
Bank's salary structure, by: (i) examining competitive pay
practices for comparable positions with a focus on location of
the Bank (Massachusetts) and asset size using the following
sources: (a) KPMG Peat Marwick 1998 Northeast Banking Industry
Compensation Survey, (b) America's Community Bankers 1998
Compensation Survey for Savings Institutions, (c) Savings and
Community Bankers of America 1998 Compensation Survey for
Savings Institutions, (d) Community Bank League of New England
1998 Salary Survey, (e) NEBA's private files, (f) W.M. Sheehan &
Company, Inc. 1998 Banking Compensation Report, and (g)
compensation practices at Central Cooperative Bank; (ii)
updating the composite survey data collected to more closely
approximate recent salary levels, and base position matches on
job content and scope; and (iii) developing the Bank's
salary structure to reflect external pay practices as well as
internal position relationships and compensation practices.
<PAGE>
The recommended salary ranges for fiscal 2000 were based on
the analysis of the following data: (i) a review of the salaries
being paid to Bank employees and an analysis of where salaries
fell within the existing ranges; and (ii) a review of comparable
salaries paid by Northeast commercial banks and thrifts in the
asset range of $250 million to $500 million.
11
<PAGE>
<PAGE>
Using all this information and evaluating all factors,
without giving any additional weight to any one factor, the
Finance Committee annually establishes the salaries of senior
officers (including the Chief Executive Officer's salary) in the
following manner, based upon the individual's performance of
specific position duties, and within the guidelines for the
salary range of the positions: (i) it begins with a
recommendation from the Bank's Chairman of the Board as to the
compensation of the Chief Executive Officer, and with a
recommendation from the President and Chief Executive Officer as
to the compensation of other officers; (ii) evaluates the
performance of the Bank's officers; and (iii) adjusts the
respective officer's salary accordingly based on the ratings
and the factors noted above, and the merit increase guidelines
in place for the Bank for that particular year.
MEMBERS OF THE FINANCE COMMITTEE
(WHICH SERVES AS THE COMPENSATION COMMITTEE)
GREGORY W. BOULOS
NANCY D. NERI
TERENCE D. KENNEY
JOHN G. QUINN
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company and Bank had no "interlocking" relationships
existing on or after January 1, 1997 in which (i) any executive
officer of the Bank served as a member of the compensation
committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire
board of directors) of another entity, one of whose executive
officers served on the Finance Committee of the Bank, (ii) any
executive officer of the Bank served as a director of another
entity, one of whose executive officers served on the Finance
Committee of the Bank, or (iii) any executive officer of the
Bank served as a member of the compensation committee (or other
board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of
another entity, one of whose executive officers served as a
member of the Bank's Board of Directors. No member of the Board
of Directors of the Company or the Bank was (a) an officer or
employee of the Company or the Bank or any of its subsidiaries
during the fiscal year ended March 31, 2000, (b) a former
officer of the Company or the Bank or any of its subsidiaries,
or (c) an insider (i.e., director, officer, director or officer
nominee, greater than 5% stockholder, or immediate family member
of the foregoing) of the Company or the Bank and directly or
indirectly engaged in transactions with the Bank or any
subsidiary involving more than the $60,000 during the fiscal
year ended March 31, 2000.
12
<PAGE>
<PAGE>
________________________________________________________________
STOCK PRICE PERFORMANCE GRAPH
________________________________________________________________
The graph and table which follow show the cumulative total
return on the Common Stock of the Bank and the Company from
March 31, 1995 through March 31, 2000 compared with the
cumulative total return of (i) an index of Nasdaq commercial
banks and (ii) the S&P 500 Index (the "S&P 500"). Cumulative
total return on the stock or the index equals the total increase
in value since March 31, 1995, assuming reinvestment of all
dividends paid on the stock or the index, respectively. The
graph and table were prepared assuming that $100 was invested at
the closing price on March 31, 1995 in the Common Stock of the
Bank and in each index. The stockholder returns shown on the
performance graph are not necessarily indicative of the future
performance of the Common Stock or of any particular index. Up
to January 8, 1999, information is for the Common Stock of
Central Co-operative Bank. After January 8, 1999, information
is for the Common Stock of Central Bancorp, Inc.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDICES
MARCH 31, 1995 THROUGH MARCH 31, 2000
[Line graph appears here depicting the cumulative total
stockholder return of $100 invested in the Common Stock as
compared to $100 invested in the S&P 500 and the NASDAQ Bank
Index. Line graph begins at March 31, 1995 and plots the
cumulative total return at March 29, 1996, and March 31, 1997,
1998, 1999 and 2000. Plot points are provided below.]
<TABLE>
<CAPTION>
3/31/95 3/29/96 3/31/97 3/31/98 3/31/99 3/31/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Central Co-operative
Bank 100.00 165.8 163.6 323.1 176.5 159.6
S&P 500 100.00 132.2 158.5 235.0 279.0 330.0
NASDAQ Bank Index 100.00 146.1 200.7 322.6 263.1 242.0
</TABLE>
13
<PAGE>
<PAGE>
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Under the Exchange Act, the Company's officers and
directors and all persons who own more than ten percent of the
Common Stock ("Reporting Persons") are required to file reports
detailing their ownership and changes of ownership in the Common
Stock and to furnish the Company with copies of all such
ownership reports that are filed. Based solely on the Company's
review of the copies of such ownership reports which it has
received in the past fiscal year or with respect to the past
fiscal year, or written representations from such persons that
no annual report of changes in beneficial ownership were
required, the Company believes during fiscal year March 31, 2000
and the prior fiscal year all Reporting Persons have complied
with these reporting requirements, except for Chairman Joseph R.
Doherty who filed one report on Form 4 late in fiscal 2000, in
which he reported one transaction.
________________________________________________________________
INDEPENDENT AUDITORS
________________________________________________________________
The Board of Directors has heretofore renewed the Company's
arrangements with KPMG LLP, independent public accountants, to
be its auditors for the 2001 fiscal year. A representative of
KPMG LLP will be present at the Meeting to respond to questions
from stockholders and will have the opportunity to make a
statement if he or she so desires.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in
accordance with the judgment of the person or persons voting the
proxies. The cost of the proxy solicitation will be borne by
the Company. In addition to solicitations by mail, directors,
officers and regular employees of the Company may solicit
proxies personally or by telegraph or telephone at their regular
salary or hourly compensation.
________________________________________________________________
FINANCIAL STATEMENTS
________________________________________________________________
The Company's 2000 Annual Report to Stockholders, including
financial statements prepared in conformity with generally
accepted accounting principles, has been mailed to all
stockholders of record as of the close of business on May 30,
2000. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing the Company. Such
Annual Report is not to be treated as part of the proxy
solicitation materials nor as having been incorporated herein by
reference.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT
CHARGE TO STOCKHOLDERS UPON WRITTEN REQUEST TO GLADYS N.
PARTAMIAN, SECRETARY, CENTRAL BANCORP, INC., 399 HIGHLAND
AVENUE, SOMERVILLE, MASSACHUSETTS 02144.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy
materials of the Company for next year's Annual Meeting of
Stockholders, any stockholder proposal to take action at such
meeting must be received at the Company's main office at 399
Highland Avenue, Somerville, Massachusetts no later than
February 23, 2001. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
14
<PAGE>
<PAGE>
Stockholder proposals to be considered at such Annual
Meeting, other than those submitted pursuant to the Exchange
Act, must be stated in writing, delivered or mailed to the
Secretary and Clerk of the Company at the above address, not
less than 30 days nor more than 60 days prior to the date of any
such Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gladys N. Partamian
GLADYS N. PARTAMIAN
SECRETARY AND CLERK
Somerville, Massachusetts
June 23, 2000
15
<PAGE>
<PAGE>
_______________________________________________________________
CENTRAL BANCORP, INC.
_______________________________________________________________
Mark box at right if you plan to attend the Annual Meeting. [ ]
Mark box at right if an address change or comment has [ ]
been noted on the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
1. The election as directors of all nominees listed
below (except as noted to the contrary).
For All With- For All
Nominees hold Except
(01) Joseph R. Doherty [ ] [ ] [ ]
(02) Terrence D. Kenney [ ] [ ] [ ]
(03) Nacy D. Neri [ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through
the name(s) of the nominee(s) in the list above. Your shares
will be voted for the remaining nominee(s).
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Meeting of
the stockholder's decision to terminate this Proxy, then the
power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company prior to
the execution of this Proxy of Notice of the Meeting, a Proxy
Statement dated June 23, 2000, and the Company's Annual Report
to Stockholders.
The Board of Directors recommends a vote "FOR" each of the
listed propositions.
Please be sure to sign and date this Proxy
Date ___________________
_________________________ ________________________
Stockholder Sign here Co-owner sign here
<PAGE>
<PAGE>
DETACH CARD
REVOCABLE PROXY
CENTRAL BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 27, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints John F. Gilgun, Jr. and Marat E.
Santini, with full powers of substitution to act, as attorneys
and proxies for the undersigned, to vote all shares of Common
Stock of Central Bancorp, Inc. which the undersigned is entitled
to vote at the Annual Meeting of Stockholders, to be held at the
Auditorium of FleetBoston, 100 Federal Street, Boston,
Massachusetts on Thursday, July 27, 2000, at 11:00 a.m. and at
any and all adjournments thereof, as follows on the reverse
side.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING,
INCLUDING MATTERS RELATING TO THE CONDUCT OF THE MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
Please sign exactly as your name appears on this card. When
signing as attorney, executor, administrator, trustee
or guardian, please give your full title. If shares are held
jointly, each holder should sign.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ __________________________
_________________________ __________________________
_________________________ __________________________
