COMMUNITY BANCORP, INC.

           FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT


     FIRST AMENDMENT, dated February 15, 2000, to the Shareholder Rights
Agreement between Community Bancorp, Inc., a Massachusetts corporation (the
"Company"), and Cambridge Trust Company (the "Rights Agent"), dated as of
May 24, 1996 (the "Rights Agreement").

                          W I T N E S S E T H

     WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and

     WHEREAS, the Company and the Rights Agent may from time to time amend
the Rights Agreement in accordance with the provisions of Section 26 of the
Rights Agreement.

     NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent hereby agree as
follows:

1. That Section 1(h) of the Rights Agreement be deleted in its entirety.

2. That Section 11(a)(ii)(A) of the Rights Agreement be amended by deleting
   the phrase ",including at least a majority of the Disinterested Directors,"
   contained therein.

3. That Section 11(a)(ii)(B) of the Rights Agreement be amended by deleting
   (a) the phrase ", including at least a majority of the Disinterested
   Directors," contained therein and (b) the phrase ",with the concurrence of
   at least a majority of the Disinterested Directors," contained therein.

4. That Sections 11(d)(i), 11(d)(ii) and 11(d)(iii) of the Rights Agreement be
   amended by deleting the phrase ", including, if at the time of such
   determination there is an Acquiring Person or Adverse Person, a majority
   of the Disinterested Directors then in office, or if there are no
   Disinterested Directors, by a nationally recognized investment banking firm
   selected by the Board of Directors," contained therein.

5. That Section 23 of the Rights Agreement be amended by deleting the third
   sentence thereof in its entirety and replacing such sentence with the
   following:

       "The Rights may not be redeemed at any time while there is an
       Acquiring Person or an Adverse Person or at any time on or after
       the date of a change (resulting from one or more proxy or consent
       solicitations) in a majority of the directors in office at the
       commencement of such solicitation if any Person who is a
       participant in such solicitation is an Adverse Person or has stated
       (or, if upon the commencement of such solicitation a majority of the
       Board of Directors of the Company has determined in good faith)
       that such Person (or any of its Affiliates or Associates) intends to
       take, or may consider taking, any action which would result in such
       Person becoming an Acquiring Person or which would cause the
       occurrence of a Triggering Event unless the redemption of the
       Rights is authorized by the Board of Directors."

6. That Section 26 of the Rights Agreement be amended by deleting the
   second sentence thereof in its entirety and replacing such sentence with
   the following:

       "From and after the Distribution Date and subject to the penultimate
       sentence of this Section 26, the Company and the Rights Agent
       shall, if the Company so directs, supplement or amend this
       Agreement without the approval of any holder of Rights Certificates
       in order (i) to cure any ambiguity, (ii) to correct or supplement any
       provisions contained herein which may be defective or inconsistent
       with any other provisions herein, (iii) to shorten or lengthen any
       time period hereunder (which shortening or lengthening shall be
       effective only if (A) such supplement or amendment occurs at or
       after the time a Person becomes an Acquiring Person or an
       Adverse Person or (B) such supplement or amendment occurs on
       or after the date of a change (resulting from one or more proxy or
       consent solicitations) in a majority of the directors then in office at
       the commencement of such solicitation if any person who is a
       participant in such solicitation has stated (or, if upon the
       commencement of such solicitation, a majority of the Board of
       Directors of the Company has determined in good faith) that such
       Person (or any of its Affiliates or Associates) intends to take, or
       may consider taking, any action which would result in such Person
       becoming an Acquiring Person or an Adverse Person or which
       would cause the occurrence of a Triggering Event), or (iv) to
       change or supplement the provisions hereof in any manner which
       the Company my deem necessary or desirable and which shall not
       adversely affect the interests of the holders of Rights Certificates
       (other than an Acquiring Person, an Adverse Person, or any affiliate
       or Associate of an Acquiring Person or an Adverse Person);
       provided, however, that this Agreement may not be supplemented
       or amended to lengthen, pursuant to clause (iii) if this sentence, (A)
       a time period relating to when the Rights may be redeemed at such
       time as the Rights are not then redeemable or (B) any other time
       period unless such lengthening is for the purpose of protecting,
       enhancing or clarifying the rights of, and the benefits to, the holders
       of Rights."


7. That Sentence 28 of the Rights Agreement be amended by deleting the
   second and third sentences thereof in their entirety and replacing such
   sentences with the following:

       "The Board of Directors of the Company shall have the exclusive
       power and authority to administer this Agreement and to exercise
       all rights and powers specifically granted to the Board or to the
       Company, or as may be necessary or advisable in the
       administration of this Agreement, including, without limitation, the
       right and power to (i) interpret the provisions of this Agreement and
       (ii) make all determinations deemed necessary or advisable for the
       administration of this Agreement (including a determination to
       redeem or not redeem the Rights or to amend the Agreement).  All
       such actions, calculations, interpretations and determinations
       (including, for purposes of clause (y) below, all omissions with
       respect to the foregoing) which are done or made by the Board of
       Directors in good faith shall (x) be final, conclusive and binding on
       the Company, the Rights Agent, the holders of the Rights and all
       other parties, and (y) not subject any member of the Board of
       Directors to any liability to the holders of the Rights or to any other
       person."

8. That Section 30 of the Rights Agreement be amended by deleting the
   phrase "(including, if at the time of such determination, there is an
   Acquiring Person or Adverse Person, a majority of the Disinterested
   Directors then in office)" contained therein.


All other terms and conditions of the Rights Agreement shall remain in full
force and effect.

Executed as a document under seal as of the date first written above.


                                  COMMUNITY BANCORP, INC.

                                  By: /s/ James A. Langway
                                      ________________________
                                         Its President


                                  CAMBRIDGE TRUST COMPANY

                                  By: /s/ James F. Dwinell III
                                      ________________________
                                         Its President