First Amendment To Shareholder Rights Agreement

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 ...