STOCK CERTIFICATE






Exhibit 4.2




	 	 	 
	CERTIFICATE **A-1**
	 	 
	FIXED RATE

	 	***10,000 SHARES***
	CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A
	 	 
	PAR VALUE $1.00

	 	SEE REVERSE FOR CERTAIN DEFINITIONS






CENTRAL BANCORP, INC.



INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS




THIS CERTIFIES THAT




	 	 	 
	 

	 	United States Department of the Treasury

	is the owner of:

	 	***10,000***







FULLY PAID AND NONASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK,

SERIES A, $1.00 PAR VALUE PER SHARE, OF CENTRAL BANCORP, INC.



The shares represented by this certificate are transferable only on the stock transfer books of
Central Bancorp, Inc. (the “Corporation”) by the holder of record hereof, or by his duly authorized
attorney or legal representative, upon the surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held subject to all the
provisions of the Articles of Organization of the Corporation and any amendments thereto (copies of
which are on file with the Corporation), to all of which provisions the holder by acceptance
hereof, assents. This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.




     IN WITNESS THEREOF, CENTRAL BANCORP, INC. has caused this certificate to be executed by the
facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate
seal to be hereunto affixed.



Dated: December 5, 2008






	 	 	 
	/s/ John D. Doherty 


	 	/s/ Rhoda K. Astone 

	John D. Doherty

	 	Rhoda K. Astone
	President and Chief Executive Officer

	 	Clerk






Countersigned and registered:

Registrar and Transfer Company

As Transfer Agent and Registrar




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 
	 	 
	 

	 	Authorized Officer	 	 






 









 





CENTRAL BANCORP, INC.



The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 
	TEN COM 

	— 	as tenants in common
	 	UNIF GIFTS MIN ACT  
	—  	 	 	custodian	 	 
	 

	 	 	 	 	 	 

	 	 	 	 

	 

	 	 	 	 	 	(Cust)
	 	 	 	(Minor)
	 

	 	 	 	           under Uniform Gifts to Minors Act 	 	 	 
	TEN ENT

	—  	 as tenants by the entireties 	 	 	 	 	 	(State)
	 
	JT TEN

	—	as joint tenants with right

of survivorship and not as
tenants in common	 	 	 	 	 	 	 	 






Additional abbreviations may also be used though not in the above list.




	 	 	 	 	 
	 	 	 	 	 
	For value received,

	 	 	 	hereby sell, assign and transfer unto
	 

	 	 
	 	 






PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER OF




			
	ASSIGNEE	 	 
	 
	 	 







Please print or typewrite name and address including postal zip code of assignee



	 	 	 
	 


	 	shares of the preferred stock
	represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 	 






	 	 	 
	 

	Attorney to transfer the said stock 
	 

	 	 
	on the books of the within-named Corporation with full power
of substitution in the premises.
	 	 






	 	 	 	 	 	 	 
	DATED
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 

	 	 	 	 	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.






	 	 	 	 	 
	SIGNATURE GUARANTEED:

	 	 	 	 
	 

	 	 
	 	 
	 

	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15	 	 





THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.