-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H72inn+HCg3LhPBIDNGEEoZSE/wFThW0xT3hqoykP3V3rb46GSBoZazp9oZLX15Y czH4gOAQVXJfu/UJvVKoQA== 0000909654-05-001508.txt : 20050718 0000909654-05-001508.hdr.sgml : 20050718 20050718130037 ACCESSION NUMBER: 0000909654-05-001508 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050718 GROUP MEMBERS: JOHN D. DOHERTY GROUP MEMBERS: JOSEPH R. DOHERTY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL BANCORP INC /MA/ CENTRAL INDEX KEY: 0001076394 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043447594 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55695 FILM NUMBER: 05958907 BUSINESS ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 BUSINESS PHONE: 6176284000 MAIL ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOHERTY JOHN D CENTRAL INDEX KEY: 0001114577 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CENTRAL BANCORP INC STREET 2: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 BUSINESS PHONE: 6176284000 SC 13D/A 1 centralsc13djuly-05.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CENTRAL BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 152418 10 9 ---------------------------- (CUSIP Number) JOHN D. DOHERTY CENTRAL BANCORP, INC. 399 HIGHLAND AVENUE SOMERVILLE, MASSACHUSETTS 02144 (617) 628-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 12, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 230.13d-1(f) or 240.13d-1(g), check the following box. /_/ NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). 1 of 8 Pages 2 - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13D PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: JOHN D. DOHERTY I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NOT APPLICABLE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INTRUCTIONS) (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INTRUCTIONS0 PF, OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 209,805* NUMBER OF SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 15,173 OWNED BY EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 209,805* PERSON WITH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 15,173 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 224,978 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) /_/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.05** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- - --------------------------- *Includes 11,561 shares Mr. John D. Doherty has the right to acquire upon the exercise of options exercisable within 60 days of July 12, 2005. Also includes 69,375 shares held by the Joseph R. Doherty Family Limited Partnership, L.P. (the "FLP"). On July 12, 2005 John D. Doherty was appointed sole general partner of the FLP. As such, John D. Doherty has sole voting and dispositive power over the shares held by the FLP. **Assumes options to acquire 11,561 shares have been exercised. 3 - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13D PAGE 3 OF 8 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: JOSEPH R. DOHERTY I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NOT APPLICABLE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,926 NUMBER OF SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 3,926 PERSON WITH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,926 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) /_/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 .25% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13D PAGE 4 OF 8 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NOT APPLICABLE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 69,375 OWNED BY EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 69,375 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,375 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) /_/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.36% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- 5 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Common Stock, $1.00 par value (the "Common Stock") of Central Bancorp, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 399 Highland Avenue, Somerville, Massachusetts 02144. ITEM 2. IDENTITY AND BACKGROUND (a) The names of the persons filing this statement are John D. Doherty, Joseph R. Doherty and the Joseph R. Doherty Family Limited Partnership, L.P., a Delaware limited partnership (the "FLP"). The FLP, John Doherty and Joseph Doherty are collectively, the "Reporting Persons" herein. (b) The business address of each of the Reporting Persons is 399 Highland Avenue, Somerville, Massachusetts 02144. (c) John D. Doherty's principal occupation is Chairman of the Board, President and Chief Executive Officer of the Issuer. Joseph R. Doherty's principal occupation is Chairman of the Board of the Issuer's wholly owned subsidiary, Central Co-operative Bank. (d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) John D. and Joseph R. Doherty are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Joseph R. Doherty has acquired 64,601 shares with $1,172,806 of his own funds. 60,675 of such shares have been transferred to the FLP of which Joseph R. Doherty had been the general partner. Joseph R. Doherty withdrew as sole general partner of the FLP on July 12, 2005, at which time John D. Doherty was appointed sole general partner of the FLP. In addition, the FLP has purchased 8,700 shares with $298,039 of its own funds. John D. Doherty has acquired 65,537 shares with $54,079 of his own funds and $1,142,360 in funds borrowed from Joseph R. Doherty pursuant to a promissory note due June 11, 2007, which has been reduced in principal amount to $1,062,360. In addition, John D. Doherty acquired 37,693 shares by gift from Joseph R. Doherty and has 15,173 shares allocated to his account in the Central Co-operative Bank Employee Stock Ownership Plan ("ESOP") for which he was not required to pay monetary consideration. Page 5 of 8 6 ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons specifically disclaim that they are a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 and specifically confirm that they have not acquired any securities for the purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. The shares of Common Stock beneficially owned by the Reporting Persons are being held for investment. From time to time, the Reporting Persons may acquire additional shares through the reinvestment of dividends and, depending on market conditions, open market purchases. For estate planning purposes, Joseph R. Doherty intends to transfer shares owned by him to the FLP and may make INTER VIVOS transfers of shares and limited partnership interests in the FLP to John D. Doherty. John D. Doherty may also acquire beneficial ownership of shares allocated to his account in the ESOP and upon future grants of options under the 1999 Option Plan. Because John D. and Joseph R. Doherty are father and son, they are presumed under Federal Reserve Board regulations to be "acting in concert" for purposes of the Change in Bank Control Act. Federal Reserve Board regulations implementing the Change in Bank Control Act generally prohibit acquisitions of more than 10% of shares of a bank holding company by any persons or persons acting in concert without prior notice to the Federal Reserve Board. The Reporting Persons do not believe that the Federal Reserve Board presumptions would cause them to be deemed a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose. The Dohertys jointly, and John D. Doherty individually, have filed Change in Bank Control Notices with the Federal Reserve Board and have been cleared to increase their combined ownership and John D. Doherty's individual ownership to up to 20% of the Issuer's outstanding stock. Because the FLP is presumed to be acting in concert with Joseph R. Doherty as its general partner, the FLP has filed and received clearance of a Notice of Change in Bank Control provided that its ownership does not cause the aggregate ownership of the Dohertys to exceed 20%. In addition, John D. Doherty and the FLP jointly filed a Change in Bank Control Notice with the Federal Reserve Board and received clearance for Joseph R. Doherty to withdraw as sole general partner of the FLP and for John D. Doherty to be appointed as sole general partner of the FLP. The Federal Reserve Board has also determined that the FLP is a "qualified family partnership" for purposes of the Bank Holding Company Act of 1956. Except as provided above or except in their official capacities as directors and executive officers of the Issuer, none of the Reporting Persons have any present plans or proposals, either individually or in their capacities as trustees or executors which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any change in the Issuer's business or corporate structure; (g) any material change in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted form a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Securities and Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Page 6 of 8 7 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) John D. Doherty beneficially owns 224,978 shares of the Common Stock representing 14.05% of the shares of Common Stock outstanding. Included in such amount are 69,375 shares of the Common Stock, representing 4.36% of the shares of Common Stock outstanding, beneficially owned by the FLP, options to acquire 11,561 shares of Common Stock and 15,173 shares allocated to John D. Doherty's account under the ESOP. As general partner of the FLP, John D. Doherty may be deemed to have voting and dispositive power over the shares held by the FLP. Joseph R. Doherty beneficially owns 3,926 shares of the Common Stock representing .25% of the shares of Common Stock outstanding. (b) John D. Doherty has sole voting and dispositive power over 209,805 shares of the Common Stock, including 69,375 shares held by the FLP, over which John D. Doherty has sole voting and dispositive power as sole general partner of the FLP. John D. Doherty has shared voting and dispositive power over 15,173 shares allocated to his account in the ESOP. Joseph R. Doherty has sole voting and dispositive power over 3,926 shares of Common Stock. (c) During the last 60 days, the Reporting Persons have effected the following transactions in the Common Stock:
DATE OF THE AMOUNT OF PRICE NATURE OF NAME TRANSACTION SHARES PER SHARE TRANSACTION - ---- ----------- ------ --------- ----------- John D. Doherty 03/17/2005 11,561 N/A Acquisition - Company grant of stock options John D. Doherty 07/12/2005 540 N/A Acquisition - Received allocation of shares under ESOP John D. Doherty 07/12/2005 69,375 N/A Acquisition (1) Joseph R. Doherty 07/12/2005 69,375 N/A Disposition (1)
- ------------------- (1) Joseph R. Doherty withdrew as sole general partner of the FLP and John D. Doherty was appointed sole general partner of the FLP. As a result, John D. Doherty may be deemed to have voting and dispositive power of the 69,375 shares held by the FLP. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than the Joint Filing Agreement, filed as Exhibit 2 hereto, the Demand Promissory Note from John D. Doherty to Joseph R. Doherty, filed as Exhibit 3 hereto and the Joseph R. Doherty Family Limited Partnership Agreement, as amended, filed as Exhibit 4 hereto or as otherwise disclosed herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons or between any of the Reporting Persons and any other person with respect to the securities of the Issuer. Page 7 of 8 8 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed with this Statement on Schedule 13D: EXHIBIT NO. ----------- 1 Letter, dated February 22, 2002, from Richard Lashley to John D. Doherty, Joseph R. Doherty, and the Joseph R. Doherty Family Limited Partnership, L.P.* 2 Joint Filing Agreement among the Reporting Persons * 3 Demand Promissory Note* 4 Joseph R. Doherty Family Limited Partnership, L.P. Agreement* 5 First and Second Amendments to Limited Partnership Agreement of Joseph R. Doherty Family Limited Partnership, L.P. and Withdrawal of General Partner and Appointment of New General Partner - ---------------- * Previously filed. Page 8 of 8 9 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 15, 2005 /s/ John D. Doherty -------------------------------- John D. Doherty Date: July 15, 2005 /s/ Joseph R. Doherty -------------------------------- Joseph R. Doherty Date: July 15, 2005 Joseph R. Doherty Family Limited Partnership, L.P. By: /s/ Joseph R. Doherty ---------------------------- Joseph R. Doherty General Partner EX-99 2 centralsc13djuly05ex99.txt 1 EXHIBIT 5 FIRST AMENDMENT --------------- TO LIMITED PARTNERSHIP AGREEMENT OF JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. -------------------------------------------------- The undersigned, being the sole General Partner and all of the Limited Partners of JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. (the "Partnership"), a Delaware limited partnership under Limited Partnership Agreement dated December, 2001 (the "Agreement"), hereby acknowledge and agree that: (1) The date of execution of the Agreement was December 31, 2001. (2) The original Schedule A to the Agreement shows JOSEPH R. DOHERTY as holding one Class A share in the Partnership as General Partner and fifty Class B shares in the Partnership as Limited Partner and JOHN D. DOHERTY as holding forty-nine Class B shares in the Partnership as Limited Partner. On May 17, 2002, JOSEPH R. DOHERTY contributed $495,000 in cash and property with a value of $1,832,081 to the Partnership and JOHN D. DOHERTY contributed $5,000 in cash and property with a value of $18,506 to the Partnership with the intent and understanding that, following such transfer, JOSEPH R. DOHERTY would hold 99.0% of the partnership shares (one Class A share as General Partner and ninety-eight Class B shares as Limited Partner) and JOHN D. DOHERTY would hold 1.0% of the partnership shares (one Class B share as Limited Partner). The Partnership has been operated and the Partnership's federal income tax returns have been filed on this basis, but due to an administrative oversight Schedule A was not amended to reflect the revised holding of Partnership shares. The undersigned hereby confirm that, pursuant to Section 6.3 of the Agreement, Schedule A to the Agreement was amended in its entirety and replaced by the new Schedule A attached hereto, effective as of the date of the transfer of assets to the Partnership in 2002. 2 (3) The third sentence of Section 6.1 of the Agreement is hereby amended to read in its entirety as follows: "Except as expressly provided in this Agreement, Class B Partnership Units shall not possess any voting rights or privileges as to any matters concerning the Partnership or its Partners." (4) Subsection (a) of Section 12.1 of the Agreement is hereby amended to read in its entirety as follows: "(a) The Partnership shall be dissolved on the earlier of: (i) The unanimous written consent of all of the Partners; or (ii) Upon entry of a decree of judicial dissolution." This document shall be considered the First Amendment to the Agreement, which, except as specifically amended by this First Amendment, shall remain in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of this first day of February, 2005. GENERAL PARTNER: /s/ Joseph R. Doherty ----------------------------- Joseph R. Doherty LIMITED PARTNERS: /s/ Joseph R. Doherty ------------------------------ Joseph R. Doherty /s/ John D. Doherty ------------------------------ John D. Doherty 3 SCHEDULE A ---------- JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. -------------------------------------------------- - -------------------------------------------------------------------------------- Class of Number of -------- --------- Partnership Partnership Capital Participation ----------- ----------- ------- ------------- Name of Partner Shares Shares Contributions Percentage - --------------- ------ ------ ------------- ---------- - -------------------------------------------------------------------------------- JOSEPH R. DOHERTY A 1 $23,506 1.0% - -------------------------------------------------------------------------------- JOSEPH R. DOHERTY B 98 $2,303,575 98.0% - -------------------------------------------------------------------------------- JOHN D. DOHERTY B 1 $23,506 1.0% - -------------------------------------------------------------------------------- Totals: 100 $2,350,587 100.0% - -------------------------------------------------------------------------------- 4 SECOND AMENDMENT ---------------- TO LIMITED PARTNERSHIP AGREEMENT OF JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. -------------------------------------------------- The undersigned, being the sole General Partner and all of the Limited Partners of JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. (the "Partnership"), a Delaware limited partnership under Limited Partnership Agreement dated December 31, 2001 (the "Agreement"), hereby acknowledge and agree that: (1) Pursuant to a Withdrawal of General Partner and Appointment of New General Partner of even date herewith, JOSEPH R. DOHERTY withdrew as General Partner of the Partnership and JOHN D. DOHERTY was appointed as the sole General Partner of the Partnership; (2) As a result of the foregoing Withdrawal of General Partner and Appointment of New General Partner, JOSEPH R. DOHERTY holds ninety-nine Class B Partnership Units and JOHN D. DOHERTY holds one Class A Partnership Unit; and (3) Schedule A to the Agreement is hereby amended in its entirety and replaced by the new Schedule A attached hereto. This document shall be considered the Second Amendment to the Agreement, which, except as specifically amended by this Second Amendment, shall remain in full force and effect in accordance with its terms. 5 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of this 12th day of July, 2005. GENERAL PARTNER: /s/ John D. Doherty ----------------------------- John D. Doherty LIMITED PARTNERS: /s/ Joseph R. Doherty ------------------------------ Joseph R. Doherty /s/ John D. Doherty ------------------------------ John D. Doherty 6 SCHEDULE A ---------- JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. -------------------------------------------------- - -------------------------------------------------------------------------------- Class of Number of -------- --------- Partnership Partnership Capital Participation ----------- ----------- ------- ------------- Name of Partner Shares Shares Contributions Percentage - --------------- ------ ------ ------------- ---------- - -------------------------------------------------------------------------------- JOHN D. DOHERTY A 1 $23,506 1.0% - -------------------------------------------------------------------------------- JOSEPH R. DOHERTY B 99 $2,327,081 99.0% - -------------------------------------------------------------------------------- Totals: 100 $2,350,587 100.0% - -------------------------------------------------------------------------------- 7 JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. -------------------------------------------------- WITHDRAWAL OF GENERAL PARTNER AND APPOINTMENT OF NEW GENERAL PARTNER ---------------------------------- WHEREAS, JOSEPH R. DOHERTY and JOHN D. DOHERTY formed the JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"), pursuant to a Limited Partnership Agreement dated December 31, 2001 (the "Agreement"), for the purpose of consolidating the Doherty family's holdings in CENTRAL BANCORP, INC., and centralizing the management of said holdings; WHEREAS, JOSEPH R. DOHERTY was named as the initial General Partner of the Partnership; and WHEREAS, JOSEPH R. DOHERTY is now eighty-one years of age, is residing in an assisted living facility and feels that he is unable to continue to manage the affairs of the Partnership; NOW, THEREFORE, (1) JOSEPH R. DOHERTY hereby withdraws as General Partner of the Partnership pursuant to Section 11.1 of the Agreement; (2) JOSEPH R. DOHERTY's one Class A Partnership Unit is hereby converted to one Class B Partnership Unit pursuant to Section 11.3 of the Agreement; and (3) Pursuant to Section 11.3 of the Agreement, there being no remaining General Partner of the Partnership, JOSEPH R. DOHERTY and JOHN D. DOHERTY, being all of the Limited Partners of the Partnership, hereby appoint JOHN D. DOHERTY as the sole General Partner of the Partnership and direct that JOHN's one Class B Partnership Unit shall be converted to one Class A Partnership Unit. 8 Executed under seal this 12th day of July, 2005. /s/ Joseph R. Doherty -------------------------------- Joseph R. Doherty /s/ John D. Doherty -------------------------------- John D. Doherty JOHN D. DOHERTY hereby accepts his appointment as General Partner of the JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. Date: July 12, 2005 /s/ John D. Doherty -------------------------------- John D. Doherty -----END PRIVACY-ENHANCED MESSAGE-----