EXHIBIT 2
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
1. General Background. In accordance with Section 27 of the Shareholder
Rights Agreement between State Street Bank and Trust Company (the "Rights
Agent") and Medford Bancorp dated September 22, 1993 (the "Agreement"),
the Rights Agent and Medford Bancorp desire to amend the Agreement to
appoint EquiServe Trust Company, N.A.
2. Effectiveness. This Amendment shall be effective as of November 6, 2001
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by the
Amendment.
3. Revision. The section in the Agreement entitled "Change of Rights Agent"
is hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30
days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares or Preferred Shares by registered or certified mail
and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent, with or
without cause, effective immediately or on a specified date by written
notice given to the Rights Agent or successor Rights Agent, as the case
may be, and to each transfer agent of the Common Shares or Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by any means reasonably determined by the Company to inform
such holder of such removal (including without limitation, by including
such information in one or more of the Company's reports to shareholders
or reports or filings with the Securities and Exchange Commission). If the
Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights
Agent. If the Company shall fail to make such appointment within a period
of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated rights Agent or by the holder of a Right Certificate (who
shall, with such notice, submit such holder's Right Certificate for
inspection by the company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation or
trust company organized and doing business under the laws of the United
States, or any state of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or
state authority and which has individually or combined with an affiliate
at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million dollars. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares or Preferred Shares, and give notice to the
registered holders of the Right Certificates by any means reasonably
determined by the Company to inform such holder of such removal (including
without limitation, by including such information in one or more of the
Company's reports to shareholders or reports or filings with the
Securities and Exchange Commission). Failure to give any notice provided
for in this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 6th day of November, 2001.
Medford Bancorp State Street Bank and Trust Co.
/s/ Philip W. Wong /s/ Carol Mulvey-Eori
- -------------------------- ----------------------
By: Philip W. Wong By: Carol Mulvey-Eori
Title: E.V.P. and C.F.O. Title: Managing Director, Client
Administraton
EquiServe Trust Company, N.A.
/s/ Carol Mulvey-Eori
----------------------
By: Carol Mulvey-Eori
Title: Managing Director, Client
Administraton