[Central Bancorp Letterhead]
October 30, 2001
Richard Lashley and other members of the
PL Capital - Archimedes Overseas Ltd. Group
c/o Guernsey Financial Services Commission
La Plaiderie Chambers, La Plaiderie
St. Peter Port, Guernsey
Channel Islands, GY1 1 WG
and
40 Swiss Partner
23 Schanzengraben
8039 Zurich
Switzerland
and
20 East Jefferson
Suite 22
Naperville, Illinois 60540
Dear Sirs:
With reference to your letter of October 25, 2001 to John Doherty, this
letter is to reiterate that I remain willing to meet with you any time, any
place as you have repeatedly been advised in the past. I also reiterate, as
stated in my August 1, 2001 letter to you, that pursuant to the Central Bank
Board of Directors' prior determinations, anyone who becomes part of a group
with you will be subject to the adverse classification and business
consideration, restrictions already applicable to you. A copy of my August
letter is enclosed.
Sincerely,
/s/ William P. Morrissey
William P. Morrissey
Senior Vice President
[LETTERHEAD OF CENTRAL BANCORP]
August 1, 2001
Richard Lashley and other members of the
PL Capital - Archimedes Overseas Ltd. Group
c/o Guernsey Financial Services Commission
La Plaiderie Chambers, La Plaiderie
St. Peter Port, Guernsey
Channel Islands, GY1 1WG
and
40 Swiss Partner
23 Schanzengraben
8039 Zurich
Switzerland
and
20 East Jefferson Avenue
Suite 22
Naperville, Illinois 60540
Dear PL Capital - Archimedes Overseas Group:
Your July 31, 2001 letter is replete with self-serving inaccuracy. Be
advised that we will not dignify with comment, and reject, each and every one of
your statements in the entirety. By way of illustration only, we remind you:
1) The board of directors of Central Bancorp determined unanimously
(that is, including its outside directors, not its management)
that your group is an Adverse Person within the criteria stated
in the Shareholder Rights Plan subject to 10% share ownership.
That determination may be made at any time and serves the
Company's stockholders' best interests;
2) Anyone joining with your group within the meaning of Section
13(d) of the Securities Exchange Act or Rule 13d-3 promulgated
thereunder, such that together you and they collectively
beneficially own 10% or more of the Company's shares will, with
you, become subject to the voting and economic dilution of all
such shares of Company stock. You and they need to know that.
August 1, 2001
Page 2
3) The board of directors unanimously determined that this bank is
not for sale, notwithstanding your group's margin loan financed
publicly announced short-term Schedule 13D agenda.
4) You feign unhappiness with the bank's performance only having
recently bought your shares for the purpose of raising a cry of
"sell the bank." If you were truly unhappy with performance, you
should never have bought, or should sell your shares, not the
bank.
5) Your group chose to exceed the Massachusetts 5% "interested
stockholder" threshold without first obtaining approval of the
Company's directors. Accordingly, you will not be able, by reason
of Massachusetts statute, to effect your announced plan for a
merger of this Company with any entity for three years unless you
obtain approval of such merger by 90% of shares not owned by you,
including shares owned through an ESOP through which shares are
confidentially voted sufficient that when voted in employees'
best interest (and stockholders' best interest) would reject your
plan outright. Central Bancorp's employees serve its communities
daily, not Naperville, Illinois or the Channel Islands, and
thereby serve all stockholders.
At the annual meeting on July 26, 2001, I told you that I would meet you
for as long as you desire, any time, any place, Naperville, Zurich, you name it.
But don't attend an annual meeting, fail to speak, and then pretend that you
were not given an opportunity to speak your mind at the meeting and also offered
a meeting with me at length, any time, anywhere.
Sincerely,
/s/ William P. Morrissey
William P. Morrissey
Senior Vice President