Exhibit






GUARANTEE AGREEMENT


Central Bancorp, Inc. 


Dated as of December 27, 2005









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TABLE OF CONTENTS 


	
				
	 
	 
	Page

	ARTICLE I

	DEFINTIONS AND INTERPRETATION

	 
	 
	 

	SECTION
	1.1.
	Definitions and Interpretation 
	 1

	ARTICLE II

	POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

	SECTION
	2.1.
	Powers and duties of the Guarantee Trustee
	 3

	SECTION
	2.2.
	Certain Rights of the Guarantee Trustee 
	 5

	SECTION
	2.3.
	Not Responsible for Recitals of Issuance of Guarantee
	 6

	SECTION
	2.4.
	Events of Default; Wavier 
	 6

	SECTION
	2.5.
	Events of Default; Notice 
	 6

	ARTICLE III

	THE GUARANTEE TRUSTEE

	SECTION
	3.1.
	The Guarantee Trustee; Eligibility 
	 7

	SECTION
	3.2.
	Appointment, Removal and Resignation of the Guarantee Trustee 
	 7

	ARTICLE IV

	GUARANTEE

	SECTION
	4.1.
	Guarantee 
	 8

	SECTION
	4.2.
	Waiver of Notice and Demand
	 8

	SECTION
	4.3.
	Obligations Not Affected
	 8

	SECTION
	4.4.
	Rights of Holders 
	 9

	SECTION
	4.5.
	Guarantee of Payment 
	 10

	SECTION
	4.6.
	Subrogation 
	 10

	SECTION
	4.7.
	Independent Obligations 
	 10

	SECTION
	4.8.
	Enforcement 
	 10

	ARTICLE V

	LIMITATION OF TRANSACTIONS;SUBORDINATION

	SECTION
	5.1.
	Limitation of Transactions 
	 10

	SECTION
	5.2.
	Ranking 
	 11

	ARTICLE VI

	TERMINATION

	SECTION
	6.1.
	Termination 
	 11

	ARTICLE VII

	INDEMNIFICATION

	SECTION
	7.1.
	Exculpation 
	 11

	SECTION
	7.2.
	Indemnification 
	 12

	SECTION
	7.3.
	Compensation; Reimbursement of Expenses 
	 13

	ARTICLE VIII

	MISCELLANEOUS

	SECTION
	8.1.
	Successors and Assigns 
	 13

	SECTION
	8.2.
	Amendments 
	 13

	SECTION
	8.3.
	Notices 
	 13

	SECTION
	8.4.
	Benefit 
	 14

	SECTION
	8.5.
	Governing Law
	 14

	SECTION
	8.6.
	Counterparts 
	 14





i






GUARANTEE AGREEMENT


This    GUARANTEE    AGREEMENT    (the    "Guarantee"),    dated    as    of December 27, 2005, is executed and delivered by Central Bancorp, Inc., incorporated in Texas (the "Guarantor"), and JPMorgan Chase Bank, National Association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Central Bancorp Statutory Trust I, a Delaware statutory trust (the "Issuer").
WHEREAS,  pursuant to  an Amended  and Restated  Declaration  of Trust  (the "Declaration"), dated as of December 27, 2005, among the trustees named therein of the Issuer, Central Bancorp, Inc., as sponsor, and the Holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof securities, having an aggregate liquidation amount of up to $26,000,000, designated the TP Securities (the "Capital Securities"); and
WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantor  desires  irrevocably  and  unconditionally  to  agree,  to  the  extent  set  forth in  this Guarantee, to  pay to  the Holders  of Capital Securities the Guarantee  Payments  (as defined herein) and to make certain other payments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the purchase by each Holder of the Capital Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.


ARTICLE I
DEFINITIONS AND INTERPRETATION


SECTION 1.1. Definitions and Interpretation.


In this Guarantee, unless the context otherwise requires:


(a)capitalized terms used in this Guarantee but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1;
(b)a  term  defined  anywhere  in  this  Guarantee  has  the  same  meaning throughout;
(c)all references to "the Guarantee" or "this Guarantee" are to this Guarantee as modified, supplemented or amended from time to time;
		
	(d)
	all references in this Guarantee to Articles and Sections are to Articles and


Sections ofthis  Guarantee, unless otherwise specified;
(e) terms  defined  in  the  Declaration  as  of  the  date  of  execution  of  this Guarantee  have  the  same  meanings  when  used  in  this  Guarantee,  unless  otherwise defined in this Guarantee or unless the context otherwise requires; and
		
	(f)
	a reference  to the singular  includes  the plural  and vice versa.




"Beneficiaries"   means   any  Person  to  whom  the  Issuer  is  or  hereafter   becomes indebted  or liable.
"Corporate  Trust  Office"  means  the office  of the Guarantee  Trustee  at which  the corporate   trust  business   of  the  Guarantee   Trustee   shall,   at  any  particular   time,   be  principally administered.


"Covered  Person"  means  any Holder  of Capital  Securities.

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"Debentures"  means  the junior  subordinated   debentures   of Central  Bancorp,  Inc., designated  the  Junior  Subordinated   Debt  Securities   due  2035,  held  by  the  Institutional   Trustee (as defined  in the Declaration)   of the Issuer.


"Event of Default"  has the meaning  set forth in Section  2.4.


"Guarantee  Payments"  means the following  payments  or distributions,  without duplication,   with  respect  to the Capital  Securities,  to the extent  not paid  or made  by the Issuer: (i) any accrued  and unpaid  Distributions   (as defined  in the Declaration)   which  are required  to be paid  on  such  Capital   Securities   to  the  extent  the  Issuer  has  funds  available   in  the  Property Account   (as  defined   in  the  Declaration)   therefor   at  such  time,  (ii)  the  Redemption   Price  (as defined  in the  Indenture)   to  the  extent  the  Issuer  has  funds  available   in the  Property   Account therefor  at such time,  with  respect  to any Capital  Securities  called  for redemption   by the Issuer, (iii) the Special  Redemption  Price  (as defined  in the Indenture)  to the extent  the Issuer has funds available  in the Property  Account  therefor  at such time,  with respect  to Capital  Securities  called for  redemption   upon  the  occurrence   of  a  Special   Event   (as  defined   in  the  Indenture),    and (iv) upon  a voluntary   or  involuntary   liquidation,  dissolution,  winding-up   or  termination   of the Issuer (other than  in connection  with the distribution  of Debentures   to the Holders  of the Capital Securities  in exchange  therefor  as provided  in the Declaration),   the lesser  of (a) the aggregate  of the liquidation   amount  and all accrued  and unpaid  Distributions   on the Capital  Securities  to the date of payment,  to the extent  the Issuer  has funds  available  in the Property  Account  therefor  at such  time,  and  (b)  the  amount   of  assets  of  the  Issuer  remaining   available   for  distribution   to Holders  in liquidation   of  the  Issuer  after  satisfaction   of  liabilities  to  creditors   of the  Issuer  as required  by applicable  law (in either case,  the "Liquidation  Distribution").


"Guarantee Trustee" means JPMorgan  Chase Bank, National Association,  until a Successor  Guarantee  Trustee  has been appointed  and has accepted  such appointment   pursuant  to the terms of this   Guarantee  and thereafter  means  each such Successor  Guarantee  Trustee.


"Holder"  means  any holder,  as registered  on the books  and records  of the Issuer, of  any  Capital  Securities;   provided,   however,   that,  in  determining   whether   the  holders  of  the requisite   percentage   of  Capital   Securities   have  given  any  request,   notice,   consent   or  waiver hereunder,  "Holder"  shall not include  the Guarantor  or any Affiliate  of the Guarantor.


"Indemnified   Person"  means  the  Guarantee   Trustee   (including   in  its  individual capacity),   any  Affiliate   of  the  Guarantee   Trustee,   or  any  officers,   directors,    shareholders,members, partners, employees,  representatives, nominees, custodians or agents of the Guarantee
Trustee.
"Indenture" means the Indenture, dated as of December 27,  2005, between the Guarantor and JPMorgan Chase Bank, National Association, not in its individual capacity but solely as trustee, and any indenture supplemental thereto pursuant to which the Debentures are to be issued to the Institutional Trustee of the Issuer.


"Liquidation  Distribution"  has  the  meanmg   set  forth  in     the  definition  of
"Guarantee Payments" herein.


"Majority  in  liquidation amount of the Capital  Securities" means Holder(s) of outstanding Capital Securities,  voting together as a class, but separately from the holders of Common Securities, of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on 

	
			
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redemption, liquidation or otherwise, plus accrued and unpaid Distributions to, but excluding, the date upon which the voting percentages are determined) of all Capital Securities then outstanding.


"Obligations" means any costs, expenses or liabilities (but not including liabilities related to taxes) of the Issuer, other than obligations of the Issuer to pay to holders of any Trust Securities the amounts due such holders pursuant to the terms of the Trust Securities.


"Officer's Certificate" means, with respect to any Person, a certificate signed by one Authorized  Officer of  such Person.  Any  Officer's  Certificate  delivered  with  respect  to compliance with a condition or covenant provided for in this Guarantee shall include:


(a)     a statement that each officer signing the Officer's Certificate has read the covenant or condition and the definitions relating thereto;
(b)a  brief   statement  of  the  nature  and   scope   of  the  examination  or investigation undertaken by each officer in rendering the Officer's Certificate;
(c)a  statement  that  each  such  officer  has  made  such  examination  or investigation as, in such officer's opinion,  is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d)a  statement  that  each  such  officer  has  made  such  examination  or investigation as, in such officer's opinion,  is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and


"Person" means  a  legal person,  including  any  individual,  corporation,  estate, partnership, joint  venture,  association, joint  stock company,  limited liability company,  trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.


"Responsible Officer" means, with respect to the Guarantee Trustee, any officer within the Corporate Trust Office of the Guarantee Trustee with direct responsibility for the administration  of  any matters  relating  to  this  Guarantee,  including  any  vice  president,  anyassistant   vice  president,    any   secretary,   any  assistant   secretary,   the  treasurer,    any  assistant treasurer,  any trust officer  or other officer  of the Corporate  Trust  Office  of the Guarantee  Trustee customarily   performing   functions   similar  to  those  performed   by  any  of  the  above  designated officers  and  also means,  with  respect  to a particular   corporate  trust  matter,  any other  officer  to whom  such  matter  is referred  because   of  that  officer's  knowledge   of  and  familiarity   with  the particular  subject.


"Successor   Guarantee  Trustee"  means  a successor   Guarantee   Trustee  possessing the qualifications   to act as Guarantee  Trustee  under  Section  3 .1.


"Trust Securities"  means  the Common  Securities  and the Capital  Securities.


ARTICLE  II
POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE 


SECTION 2.1.   Powers and Duties of the Guarantee Trustee.
(a)This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders of the Capital Securities, and the Guarantee Trustee shall not transfer this Guarantee to any Person except a Holder of Capital Securities exercising his or her rights pursuant to Section 4.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title  and interest of the Guarantee Trustee shall 

	
			
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automatically  vest in  any Successor Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.
(b)If  an Event of Default actually known to a Responsible  Officer of the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit of the Holders of the Capital Securities.
(c)The Guarantee Trustee, before the occurrence of any Event of Default and after the  curing  or waiving  of  all  Events of  Default  that  may  have  occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee, and no implied covenants shall be read into this Guarantee against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.4(b)) and is actually known to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(d)No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that
(i)        prior to the occurrence of any Event of Default and after the curing or waiving of all Events of Default that may have occurred:
(A)the duties  and obligations  of the Guarantee  Trustee  shall be determined   solely  by  the  express   provisions   of  this  Guarantee,   and  the Guarantee  Trustee  shall  not be liable  except  for the  performance   of such duties  and  obligations   as are specifically   set  forth  in this  Guarantee,   and no  implied   covenants   or  obligations   shall  be  read   into  this  Guarantee against the Guarantee  Trustee;  and
(B)in  the  absence   of  bad  faith  on  the  part  of  the  Guarantee Trustee,  the Guarantee  Trustee  may conclusively   rely,  as to the truth of the statements  and the correctness  of the opinions  expressed  therein,  upon  any certificates  or opinions  furnished  to the Guarantee  Trustee  and conforming to  the  requirements    of  this   Guarantee;    but   in  the   case   of  any  such certificates   or opinions  furnished  to the Guarantee   Trustee,   the Guarantee Trustee  shall be under a duty to examine  the same to determine  whether  or not on their face they conform  to the requirements   of this Guarantee;


(ii)the Guarantee  Trustee  shall not be liable  for any error  of judgment made  in good  faith  by a Responsible   Officer  of the  Guarantee   Trustee,  unless  it shall  be  proved   that  such  Responsible   Officer  of  the  Guarantee   Trustee   or  the Guarantee   Trustee  was  negligent   in ascertaining   the  pertinent   facts  upon  which such judgment  was made;
(iii)the Guarantee  Trustee  shall not be liable with respect  to any action taken  or omitted  to be taken  by  it in good  faith  in  accordance   with  the  written direction  of the Holders  of not  less than  a Majority  in liquidation   amount  of the Capital   Securities   relating   to  the  time,   method   and  place   of  conducting    any proceeding   for any remedy  available  to the Guarantee   Trustee,  or exercising  any trust or power  conferred  upon the Guarantee  Trustee  under  this Guarantee;   and
(iv)no provision  of this Guarantee  shall  require  the Guarantee  Trustee to expend  or risk  its own  funds  or otherwise  incur  personal   financial   liability  in the  performance   of  any  of  its  duties  or  in  the  exercise   of  any  of  its  rights  or powers,  if the Guarantee  Trustee  shall have  reasonable  grounds  for believing  that the 

	
			
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repayment  of such funds is not reasonably  assured  to it under  the terms  of this Guarantee,   or  security   and  indemnity,   reasonably   satisfactory   to  the  Guarantee Trustee,  against  such risk or liability  is not reasonably  assured  to it.


SECTION  2.2.   Certain  Rights  of the Guarantee  Trustee.


		
	(a)
	Subject to the provisions of Section 2.1:




(i)The Guarantee Trustee may conclusively rely, and shall be fully protected in  acting or refraining  from acting upon,  any resolution,  certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(ii)Any  direction  or  act  of  the  Guarantor  contemplated  by  this
Guarantee shall be sufficiently evidenced by an Officer's Certificate.


(iii)Whenever, in the administration of this Guarantee, the Guarantee Trustee  shall deem  it desirable that  a matter be proved  or established  before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon  an Officer's  Certificate  of the Guarantor which, upon receipt of such request, shall be promptly delivered by the Guarantor.
(iv)The Guarantee Trustee shall have no duty to see to any recording, filing  or registration  of  any  instrument or  other  writing  (or  any rerecording, refiling or reregistration thereof).
(v)The Guarantee Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion.  Such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its  employees.   The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee from any court of competent jurisdiction.
(vi)The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory to the Guarantee Trustee,  against the costs,  expenses (including attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents,  nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction,  including such reasonable advances as may be requested by the Guarantee Trustee;  provided, however, that nothing contained in this Section 2.2(a)(vi) shall be taken to relieve the  Guarantee  Trustee,  upon  the  occurrence  of  an  Event  of  Default,  of  its obligation to exercise the rights and powers vested in it by this Guarantee.
(vii)The   Guarantee   Trustee   shall   not   be   bound   to   make   any investigation  into  the  facts  or  matters  stated  in  any  resolution,   certificate, statement, instrument, opinion, report, notice, request, direction,  consent,  order, bond, debenture,  note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

	
			
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(viii)The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees,   custodians  or  attorneys,   and  the  Guarantee  Trustee  shall  not  be responsible   for any misconduct   or negligence  on the part of any agent or attorney appointed  with due care by it hereunder
(ix)Any  action  taken by the Guarantee  Trustee  or its agents  hereunder shall bind the Holders  of the Capital  Securities,  and the signature  of the Guarantee Trustee  or its agents  alone  shall  be sufficient   and  effective   to perform   any  such action.  No  third  party  shall  be  required   to  inquire   as  to  the  authority   of  the Guarantee   Trustee  to  so  act  or  as  to  its  compliance   with  any  of  the  terms  and provisions   of  this  Guarantee,   both  of which  shall  be  conclusively   evidenced   by the Guarantee  Trustee's  or its agent's taking  such action.
(x)Whenever   in the  administration   of  this  Guarantee   the  Guarantee Trustee  shall  deem  it desirable   to receive  instructions   with  respect  to enforcing any remedy  or right  or taking  any other  action  hereunder,   the  Guarantee  Trustee (A) may request  instructions  from the Holders  of a Majority  in liquidation  amount of the Capital  Securities,  (B) may  refrain  from  enforcing  such  remedy  or right  or taking   such  other  action  until  such  instructions   are  received   and  (C)  shall  be protected    in   conclusively     relying    on   or   acting    in   accordance    with    such instructions.
(xi)The  Guarantee   Trustee   shall  not  be  liable  for  any  action  taken, suffered,  or omitted  to be taken by it in good faith and reasonably  believed  by it to be authorized  or within  the discretion  or rights  or powers  conferred  upon it by this Guarantee.
(b)No  provision   of  this  Guarantee   shall  be  deemed   to  impose  any  duty  or obligation   on  the  Guarantee   Trustee   to perform   any  act  or  acts  or  exercise  any  right, power,  duty or obligation  conferred  or imposed  on it, in any jurisdiction   in which  it shall be  illegal   or  in  which   the  Guarantee   Trustee   shall  be  unqualified   or  incompetent    in accordance   with  applicable   law to perform  any  such  act or acts  or to exercise  any such right,  power,   duty  or  obligation.   No  permissive   power   or  authority   available   to  the Guarantee  Trustee  shall be construed  to be a duty.


SECTION  2.3.   Not Responsible   for Recitals  or Issuance  of Guarantee.


The  recitals  contained   in this  Guarantee   shall  be  taken  as  the  statements   of  the Guarantor,   and  the  Guarantee  Trustee  does  not  assume  any  responsibility   for their  correctness. The   Guarantee   Trustee   makes   no  representation    as  to   the  validity   or  sufficiency    of  this Guarantee.


SECTION  2.4.  Events  of Default;  Waiver.


(a)An  Event  of Default  under  this  Guarantee  will  occur  upon  the  failure  of the Guarantor  to perform  any of its payment  or other obligations  hereunder.
(b)The Holders  of a Majority  in liquidation  amount  of the Capital  Securities may,  voting   or  consenting   as  a  class,  on  behalf  of  the  Holders   of  all  of  the  Capital Securities,   waive  any past Event  of Default  and its consequences.   Upon  such waiver,  anysuch  Event  of Default  shall  cease  to exist,  and  shall  be deemed  to have  been  cured,  for every  purpose  of this  Guarantee,  but  no  such  waiver  shall  extend  to any  subsequent   or other default  or Event  of Default  or impair any right consequent  thereon.


SECTION  2.5.  Events  of Default;  Notice.



	
			
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(a)The  Guarantee   Trustee   shall,  within   90  days  after  the  occurrence   of  an Event  of  Default,   transmit   by  mail,  first  class  postage  prepaid,   to  the  Holders   of  the Capital   Securities,    notices   of  all  Events   of  Default   actually   known   to  a  Responsible Officer  of the Guarantee  Trustee,  unless  such defaults  have  been  cured  before  the giving of  such  notice;   provided,   however,   that  the  Guarantee   Trustee   shall  be  protected   in withholding   such notice  if and so long as a Responsible   Officer  of the Guarantee  Trustee in  good  faith  determines   that  the  withholding   of  such  notice  is  in  the  interests   of  the Holders  of the Capital  Securities.
(b)The Guarantee  Trustee  shall not be charged  with knowledge   of any Event of Default  unless  the  Guarantee  Trustee  shall  have  received  written  notice  thereof  from the  Guarantor   or  a  Holder   of  the  Capital   Securities,   or  a  Responsible    Officer  of  the Guarantee   Trustee   charged  with  the  administration   of  this  Guarantee   shall  have  actual knowledge  thereof.


ARTICLE  III
THE  GUARANTEE   TRUSTEE 


SECTION  3.1.  The Guarantee  Trustee;  Eligibility.
		
	(a)
	There  shall at all times be a Guarantee  Trustee  which  shall: (i)    not be an Affiliate  of the Guarantor;  and


(ii)        be   a  corporation    or  national   association    organized    and   doing business  under  the  laws of the United  States  of America  or any state  or territory thereof  or of the District  of Columbia,   or Person  authorized   under  such  laws  to exercise  corporate  trust powers,  having  a combined  capital  and surplus  of at least
50 million  U.S.  dollars  ($50,000,000),   and subject  to supervision   or examination by federal,  state,  territorial  or District  of Columbia   authority.  If such corporation or national association publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 3.l(a)(ii),  the combined capital and surplus of such corporation or national  association shall  be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.


(b)       If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 3.l(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set forth in Section 3.2
(c)        If  the  Guarantee Trustee has or shall  acquire  any  "conflicting interest' within the meaning of Section 31 O(b) of the Trust Indenture Act, the Guarantee Trustee shall either eliminate such interest or resign to the extent and in the manner provided by, and subject to, this Guarantee.


SECTION 3.2.  Appointment. Removal and Resignation of the Guarantee Trustee.


(a)Subject to Section 3.2(b),  the  Guarantee Trustee  may be  appointed or removed without cause at any time by the Guarantor except during an Event of Default.
(b)The Guarantee Trustee shall not be removed in accordance with Section
3.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.
(c) The  Guarantee  Trustee  appointed  to  office  shall  hold  office  until  a Successor  Guarantee  Trustee  shall  have  been   appointed  or  until  its  removal  or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument 

	
			
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in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee  Trustee  has  been  appointed  and  has  accepted  such  appointment  by  an instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.
(d)If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 3.2 within 60 days after delivery of an instrument of  removal  or  resignation,  the  Guarantee  Trustee  resigning  or  being  removed  may petition any court of competent jurisdiction  for appointment of a Successor Guarantee Trustee.  Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.
(e)No Guarantee Trustee shall be liable for the acts or omissions to act of any
Successor Guarantee Trustee.
(f)Upon  termination  of  this Guarantee or  removal  or  resignation  of  the Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of such termination, removal or resignation.


ARTICLE IV
GUARANTEE


SECTION 4.1. Guarantee.


(a)The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense (except as defense of payment by the Issuer),  right  of  set-off  or  counterclaim  that  the  Issuer  may  have  or  assert.  The Guarantor's  obligation  to make  a Guarantee  Payment  may  be satisfied  by direct  payment of the required  amounts  by the Guarantor  to the Holders  or by causing  the  Issuer  to pay such amounts  to the Holders.
(b)The Guarantor  hereby  also agrees  to assume  any and all Obligations  of the Issuer  and  in the  event  any  such  Obligation   is not  so assumed,   subject  to the terms  and conditions   hereof,  the  Guarantor  hereby  irrevocably   and  unconditionally    guarantees   to each  Beneficiary   the  full payment,  when  and as due,  of any  and  all Obligations   to such Beneficiaries.   This  Guarantee   is intended  to be for the Beneficiaries   who  have  received notice  hereof.


SECTION  4.2.   Waiver  of Notice  and Demand.


The  Guarantor  hereby  waives  notice  of acceptance   of this  Guarantee   and  of any liability  to which  it applies  or may  apply,  presentment,   demand  for payment,   any right to require a proceeding   first against  the Issuer or any other Person  before  proceeding   against  the Guarantor, protest,  notice  of nonpayment,   notice  of dishonor,  notice  of redemption   and all other  notices  and demands.


SECTION  4.3.  Obligations  Not Affected.


The  obligations,   covenants,   agreements   and  duties  of  the  Guarantor   under  this Guarantee  shall in no way be affected  or impaired  by reason  of the happening  from  time to time of any of the following:



	
			
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(a)  the release  or waiver,  by operation  of law or otherwise,  of the performance or  observance   by  the  Issuer  of  any  express   or  implied   agreement,    covenant,   term  or condition  relating  to the Capital  Securities  to be performed  or observed  by the Issuer;
(b)the extension  of time for the payment  by the Issuer  of all or any portion  of the Distributions,   Redemption   Price,  Special  Redemption   Price,  Liquidation   Distribution or any other  sums  payable  under  the terms  of the Capital  Securities  or the  extension  of time  for the performance   of any other  obligation  under,  arising  out  of,  or in connection with,  the  Capital   Securities   (other  than  an  extension   of  time   for  the  payment   of  the Distributions,   Redemption   Price,  Special  Redemption   Price,  Liquidation   Distribution   or other  sums payable  that  results  from  the extension  of any interest  payment  period  on the Debentures   or  any  extension   of  the  maturity   date  of  the  Debentures   permitted   by  the Indenture);
(c)any failure,  omission,  delay or lack of diligence  on the part of the Holders to  enforce,   assert  or  exercise   any  right,  privilege,   power   or  remedy   conferred   on  the Holders  pursuant  to the terms  of the  Capital  Securities,  or any  action  on the part of the Issuer granting  indulgence  or extension  of any kind;
(d)the voluntary  or involuntary  liquidation,  dissolution,  sale of any collateral, receivership,     insolvency,     bankruptcy,     assignment     for    the    benefit     of    creditors, reorganization,    arrangement,   composition   or  readjustment   of  debt  of,  or  other  similar proceedings   affecting,  the Issuer or any of the assets of the Issuer;
(e)any invalidity  of, or defect  or deficiency  in, the Capital Securities;
(f) the  settlement or  compromise  of  any obligation  guaranteed  hereby  or hereby incurred; or
(g)any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3  that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.


SECTION 4.4.  Rights of Holders.


(a)The Holders of a Majority in liquidation amount of the Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee or to direct the exercise  of  any  trust  or  power  conferred  upon  the  Guarantee  Trustee  under  this Guarantee;  provided,  however, that  (subject  to  Sections  2.1  and  2.2) the  Guarantee Trustee shall have the right  to decline to follow any such direction  if the Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being advised by legal counsel determines that the action or proceeding so directed may not lawfully be taken or if the  Guarantee Trustee in good faith by its board  of directors  or trustees, executive committee or a trust committee of directors or trustees  and/or Responsible Officers shall determine  that the action or proceeding so directed  would  involve the Guarantee Trustee in personal liability.
(b)Any Holder of Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Guarantee Trustee's rights under this Guarantee, without first instituting a legal proceeding against the Issuer,  the Guarantee Trustee or any other Person.  The Guarantor waives any right or remedy to require that any such action be brought  first against the Issuer, the Guarantee Trustee or any other Person before so proceeding directly against the Guarantor.



	
			
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SECTION 4.5.  Guarantee of Payment.
This Guarantee creates a guarantee of payment and not of collection.


SECTION 4.6.   Subrogation.
The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided,  however, that the Guarantor  shall not  (except  to the  extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, anyamounts  are due and unpaid  under  this Guarantee.   If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.


SECTION 4.7. Independent Obligations.


The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.


SECTION 4.8.  Enforcement.


A  Beneficiary  may  enforce  the  Obligations  of  the  Guarantor  contained  in Section 4.l(b)  directly against the Guarantor, and the Guarantor waives any right or remedy to require that  any action  be brought  against the  Issuer or  any  other  person  or  entity before proceeding against the Guarantor.


The Guarantor shall be subrogated to all rights (if any) of any Beneficiary against the  Issuer in respect of any amounts paid to  the Beneficiaries by  the  Guarantor  under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any rights that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to such payment, any amounts are due and unpaid under this Guarantee.


ARTICLE V
LIMITATION OF TRANSACTIONS; SUBORDINATION 


SECTION 5.1.  Limitation of Transactions.
So  long as any  Capital  Securities remain  outstanding,  if  (a) there  shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have  commenced  and  be  continuing,  then  the  Guarantor  may  not  (x)  declare  or  pay  any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the  Guarantor's capital stock or (y) make any payment  of principal of or interest or premium,  if  any,  on  or repay,  repurchase  or  redeem  any  debt  securities  of  the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in  connection with the  

	
			
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issuance of capital  stock of the  Guarantor (or securities  convertible  into  or  exercisable  for  such  capital  stock),  as  consideration  in  an acquisition transaction entered  into prior  to  the  occurrence  of the  Event  of Default  or  the applicable Extension Period, (iii) as a result of any exchange, reclassification, combination orconversion   of  any  class  or  series  of  the  Guarantor's   capital  stock  (or  any  capital  stock  of  a subsidiary  of the Guarantor)  for any class or series of the Guarantor's  capital  stock or of any class or series  of the Guarantor's  indebtedness   for any class  or series  of the  Guarantor's  capital  stock, (iv) the purchase  of fractional  interests  in shares  of the Guarantor's  capital  stock  pursuant  to the conversion   or  exchange   provisions   of  such  capital   stock  or  the  security   being  converted   or exchanged,   (v) any declaration  of a dividend  in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).


SECTION 5.2. Ranking.


This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all present and future Senior Indebtedness (as defined in the Indenture) of the Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees to the foregoing provisions of this Guarantee and the other terms set forth herein.


The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary's liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor's obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor's subsidiaries, and claimants should look only to the assets of the Guarantor for payments thereunder.  This  Guarantee  does  not  limit  the  incurrence  or  issuance  of  other  secured  or unsecured debt of the Guarantor, including Senior Indebtedness of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise


ARTICLE VI 
TERMINATION


SECTION 6.1.  Termination.


This Guarantee shall terminate as to the Capital Securities (i) upon full payment of the Redemption Price or the Special Redemption Price, as the case may be, of all Capital Securities then outstanding, (ii) upon the distribution of all of the Debentures to the Holders of all of the Capital Securities or (iii) upon full payment of the amounts payable in accordance with the Declaration upon dissolution of the Issuer. This Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Capital Securities must restore payment of any sums paid under the Capital Securities or under this Guarantee.




ARTICLE  VII 
INDEMNIFICATION


SECTION  7 .1.  Exculpation.


(a)No  Indemnified    Person   shall  be  liable,   responsible    or  accountable    in damages  or otherwise  to the  Guarantor  or any Covered  Person  for  any  loss,  damage  or claim 

	
			
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incurred  by reason  of any act or omission  of such Indemnified  Person  in good faith in accordance with this Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee or by law, except that an Indemnified Person shall be liable for any  such  loss,  damage  or  claim  incurred  by  reason  of  such  Indemnified  Person's negligence or willful misconduct with respect to such acts or omissions.
(b)An  Indemnified Person shall be fully protected in relying in good faith upon the records of the Issuer or the Guarantor and upon such information, opinions, reports or statements presented to the Issuer or the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who, if selected by such Indemnified Person, has been selected with  reasonable  care  by  such  Indemnified  Person,  including  information,  opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Capital Securities might properly be paid.


SECTION 7 .2.   Indemnification.


(a)The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense incurred without negligence or willful misconduct on the part of the Indemnified Person, arising out of or in connection with the acceptance or administration of the  trust  or trusts hereunder,  including but not  limited to the  costs and  expenses (including reasonable legal fees and expenses) of the Indemnified Person defending itself against, or investigating, any claim or liability in connection with the exercise or performance  of  any  of  the  Indemnified  Person's  powers  or  duties  hereunder.  The obligation to indemnify as set forth in this Section 7.2 shall survive the resignation or removal of the Guarantee Trustee and the termination of this Guarantee.
(b) Promptly after receipt by an Indemnified Person under this Section 7.2 of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor under this Section 7.2,  notify the Guarantor in writing  of the  commencement  thereof; but  the  failure  so to  notify the Guarantor (i) will not relieve the Guarantor from liability under paragraph  (a) above unless and to the extent that the Guarantor did not otherwise learn of such action and such failure results in the forfeiture by the Guarantor of substantial rights and defenses and (ii) will not, in any event, relieve the Guarantor from any obligations to any Indemnified Person other than the indemnification obligation provided in paragraph (a) above. The Guarantor shall be entitled to appoint counsel of the Guarantor's choice at the Guarantor'sexpense  to represent  the  Indemnified   Person  in any  action  for which  indemnification   is sought  (in which  case  the  Guarantor  shall  not  thereafter   be responsible   for the  fees  and expenses  of any separate  counsel  retained  by the Indemnified  Person  or Persons  except  as set  forth  below);   provided,   however,   that  such   counsel   shall  be   satisfactory    to  the Indemnified    Person.   Notwithstanding    the  Guarantor's    election   to  appoint   counsel   to represent   the  Indemnified   Person  in any  action,  the  Indemnified   Person  shall  have  the right  to employ  separate  counsel  (including  local  counsel),   and  the Guarantor   shall bear the reasonable  fees, costs and expenses  of such separate  counsel  (and local  counsel),  if (i) the  use  of counsel  chosen  by the  Guarantor  to represent  the  Indemnified   Person  would present  such counsel  with  a conflict  of interest,  (ii) the  actual  or potential  defendants  in, or targets  of, any such action  include  both the Indemnified   Person  and the Guarantor  and the Indemnified  Person  shall have reasonably  concluded  that there may  be legal defenses available  to it and/or  other  Indemnified  Persons  which  are different  from  or additional  to those  available   to  the  Guarantor,   (iii)  the Guarantor shall not have employed counsel satisfactory  to  the  Indemnified  Person  to represent  the  Indemnified  Person  within  a
reasonable time after notice of the institution of such action or (iv) the Guarantor shall authorize the  Indemnified  Person  to  employ  separate  counsel  at the  expense  of the Guarantor. The Guarantor will not, without the prior written consent of the Indemnified Persons, which should not be 

	
			
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unreasonably withheld settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Persons are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding.


SECTION 7.3.  Compensation; Reimbursement of Expenses.


Other than as provided in the Fee Agreement of even date herewith  between Cohen Bros.  &  Company,  the  Guarantee Trustee  and Delaware  Trustee  (as  defined  in  the Declaration), the Guarantor agrees:


(a)to pay to the Guarantee Trustee from time to time such compensation for all services rendered by it hereunder as the parties shall agree to from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and
(b)except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by it in accordance with any provision of this Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct.
The provisions of this Section 7.3 shall survive the resignation or removal of the Guarantee Trustee and the termination of this Guarantee.


ARTICLE  VIII 
MISCELLANEOUS


SECTION  8.1.  Successors  and Assigns.


All   guarantees    and   agreements    contained    in   this   Guarantee    shall   bind   the successors,  assigns,  receivers,  trustees  and representatives   of the Guarantor  and shall inure to the benefit  of the Holders  of the Capital  Securities  then outstanding.   Except  in connection   with any merger  or consolidation   of the Guarantor  with or into another  entity or any sale,  transfer  or lease of the Guarantor's   assets  or capital   stock  to another  entity,  in each  case  to the  extent  permitted under  the Indenture,  the Guarantor  may not assign  its rights  or delegate  its obligations  under this Guarantee  without  the prior  approval  of the Holders  of not  less  than  a Majority   in liquidation amount of the Capital  Securities.


SECTION  8.2.    Amendments.


Except   with  respect   to  any  changes   that  do  not  adversely   affect  the  rights  of Holders  of the Capital  Securities  in any  material  respect  (in which case no consent of Holders will be required), this Guarantee may be amended only with the prior approval of the Holders of not less than a Majority in liquidation amount of the Capital Securities. The provisions of the Declaration with respect to amendments thereof shall apply equally with respect to amendments of the Guarantee.


SECTION 8.3.  Notices.


All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by  first class mail,  as follows:

	
			
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(a)   If  given  to the  Guarantee Trustee,  at the  Guarantee  Trustee's mailing address set forth below (or such other address as the Guarantee Trustee may give notice of to the Holders of the Capital Securities):
JPMorgan Chase Bank, National Association
600 Travis Street, 50th Floor
Houston, Texas 77002
Attention:  Worldwide Securities Services Central Bancorp Statutory Trust I Telecopy:  (713) 216-2101
Telephone: (713) 216-4181


(b)   If  given to  the Guarantor, at the Guarantor's mailing  address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Capital Securities and to the Guarantee Trustee):
Central  Bancorp,  Inc.
4555 W.  Walnut  Street
Garland,  Texas  75042
Attention:   Keith  Ward
Telecopy:   (972) 516-3680
Telephone:   (972) 485-7201


(c)        If given to any Holder of the Capital Securities, at the address set forth on the books and records of the Issuer.
All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.


SECTION 8.4.   Benefit.


This Guarantee is solely for the benefit of the Holders of the Capital Securities and, subject to Section 2. l(a), is not separately transferable from the Capital Securities.


SECTION 8.5.  Governing Law.


THIS  GUARANTEE SHALL BE GOVERNED BY,  AND  CONSTRUED  IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF {OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).


SECTION 8.6.   Counterparts.


This Guarantee may contain more than one counterpart of the signature page and this Guarantee may  be  executed by  the  affixing of the  signature  of the  Guarantor  and the Guarantee Trustee to any of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.





	
			
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THIS GUARANTEE   is executed  as of the day and year first above written.




































	
			
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THIS GUARANTEE   is executed  as of the day and year first above written.






	
			
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