COMMUNITY BANCORP, INC.
FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
FIRST AMENDMENT, dated February 15, 2000, to the Shareholder Rights
Agreement between Community Bancorp, Inc., a Massachusetts corporation (the
"Company"), and Cambridge Trust Company (the "Rights Agent"), dated as of
May 24, 1996 (the "Rights Agreement").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, the Company and the Rights Agent may from time to time amend
the Rights Agreement in accordance with the provisions of Section 26 of the
Rights Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent hereby agree as
follows:
1. That Section 1(h) of the Rights Agreement be deleted in its entirety.
2. That Section 11(a)(ii)(A) of the Rights Agreement be amended by deleting
the phrase ",including at least a majority of the Disinterested Directors,"
contained therein.
3. That Section 11(a)(ii)(B) of the Rights Agreement be amended by deleting
(a) the phrase ", including at least a majority of the Disinterested
Directors," contained therein and (b) the phrase ",with the concurrence of
at least a majority of the Disinterested Directors," contained therein.
4. That Sections 11(d)(i), 11(d)(ii) and 11(d)(iii) of the Rights Agreement be
amended by deleting the phrase ", including, if at the time of such
determination there is an Acquiring Person or Adverse Person, a majority
of the Disinterested Directors then in office, or if there are no
Disinterested Directors, by a nationally recognized investment banking firm
selected by the Board of Directors," contained therein.
5. That Section 23 of the Rights Agreement be amended by deleting the third
sentence thereof in its entirety and replacing such sentence with the
following:
"The Rights may not be redeemed at any time while there is an
Acquiring Person or an Adverse Person or at any time on or after
the date of a change (resulting from one or more proxy or consent
solicitations) in a majority of the directors in office at the
commencement of such solicitation if any Person who is a
participant in such solicitation is an Adverse Person or has stated
(or, if upon the commencement of such solicitation a majority of the
Board of Directors of the Company has determined in good faith)
that such Person (or any of its Affiliates or Associates) intends to
take, or may consider taking, any action which would result in such
Person becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event unless the redemption of the
Rights is authorized by the Board of Directors."
6. That Section 26 of the Rights Agreement be amended by deleting the
second sentence thereof in its entirety and replacing such sentence with
the following:
"From and after the Distribution Date and subject to the penultimate
sentence of this Section 26, the Company and the Rights Agent
shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holder of Rights Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement any
provisions contained herein which may be defective or inconsistent
with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder (which shortening or lengthening shall be
effective only if (A) such supplement or amendment occurs at or
after the time a Person becomes an Acquiring Person or an
Adverse Person or (B) such supplement or amendment occurs on
or after the date of a change (resulting from one or more proxy or
consent solicitations) in a majority of the directors then in office at
the commencement of such solicitation if any person who is a
participant in such solicitation has stated (or, if upon the
commencement of such solicitation, a majority of the Board of
Directors of the Company has determined in good faith) that such
Person (or any of its Affiliates or Associates) intends to take, or
may consider taking, any action which would result in such Person
becoming an Acquiring Person or an Adverse Person or which
would cause the occurrence of a Triggering Event), or (iv) to
change or supplement the provisions hereof in any manner which
the Company my deem necessary or desirable and which shall not
adversely affect the interests of the holders of Rights Certificates
(other than an Acquiring Person, an Adverse Person, or any affiliate
or Associate of an Acquiring Person or an Adverse Person);
provided, however, that this Agreement may not be supplemented
or amended to lengthen, pursuant to clause (iii) if this sentence, (A)
a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable or (B) any other time
period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and the benefits to, the holders
of Rights."
7. That Sentence 28 of the Rights Agreement be amended by deleting the
second and third sentences thereof in their entirety and replacing such
sentences with the following:
"The Board of Directors of the Company shall have the exclusive
power and authority to administer this Agreement and to exercise
all rights and powers specifically granted to the Board or to the
Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the
right and power to (i) interpret the provisions of this Agreement and
(ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to
redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with
respect to the foregoing) which are done or made by the Board of
Directors in good faith shall (x) be final, conclusive and binding on
the Company, the Rights Agent, the holders of the Rights and all
other parties, and (y) not subject any member of the Board of
Directors to any liability to the holders of the Rights or to any other
person."
8. That Section 30 of the Rights Agreement be amended by deleting the
phrase "(including, if at the time of such determination, there is an
Acquiring Person or Adverse Person, a majority of the Disinterested
Directors then in office)" contained therein.
All other terms and conditions of the Rights Agreement shall remain in full
force and effect.
Executed as a document under seal as of the date first written above.
COMMUNITY BANCORP, INC.
By: /s/ James A. Langway
________________________
Its President
CAMBRIDGE TRUST COMPANY
By: /s/ James F. Dwinell III
________________________
Its President