CENTURY BANCORP INC (Form: 10-Q, Received: 11/08/2007 15:21:22)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007.


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-15752

CENTURY BANCORP, INC.

(Exact name of registrant as specified in its charter)


COMMONWEALTH OF MASSACHUSETTS		04-2498617

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


400 MYSTIC AVENUE, MEDFORD, MA		02155

(Address of principal executive offices)		(Zip Code)

(781) 391-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes þ No

As of October 31, 2007, the Registrant had outstanding:


Class A Common Stock, $1.00 par value		3,515,204 Shares
Class B Common Stock, $1.00 par value		2,028,600 Shares

Century Bancorp, Inc.


		Page
	Index	Number

Part I	Financial Information

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets: September 30, 2007 and December 31, 2006		3

	Consolidated Statements of Income: Three (3) months and Nine (9) months ended September 30, 2007 and 2006		4

	Consolidated Statements of Changes in Stockholders’ Equity: Nine (9) months ended September 30, 2007 and 2006		5

	Consolidated Statements of Cash Flows: Nine (9) months ended September 30, 2007 and 2006		6

	Notes to Consolidated Financial Statements		7-11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12-20

Item 3.	Quantitative and Qualitative Disclosure About Market Risk		21

Item 4.	Controls and Procedures		21

Part II.	Other Information

Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.	Defaults Upon Senior Securities		22
Item 4.	Submission of Matters to a Vote of Securities Holders		22
Item 5.	Other Information		22
Item 6.	Exhibits		22

Signatures			23

Exhibits
Ex-3.2 Bylaws of Century Bancorp, Inc.
Ex-31.1 Section 302 Certification of the Co-President and Co-Chief Executive Officer
Ex-31.2 Section 302 Certification of the Co-President and Co-Chief Executive Officer
Ex-31.3 Section 302 Certification of the Chief Financial Officer
Ex-32.1 Section 906 Certification of the Co-President and Co-Chief Executive officer
Ex-32.2 Section 906 Certification of the Co-President and Co-Chief Executive Officer
Ex-32.3 Section 906 Certification of the Chief Financial Officer

Page 2 of 23

PART I — Item 1

Century Bancorp, Inc.
Consolidated Balance Sheets (unaudited)
(In thousands, except share data)


	September 30,			December 31,
	2007			2006
Assets
Cash and due from banks	$	41,617		$	60,465
Federal funds sold and interest-bearing deposits in other banks		98,119			99,203

Total cash and cash equivalents		139,736			159,668


Securities available-for-sale, amortized cost $357,240 and $423,707, respectively		354,324			415,481
Securities held-to-maturity, market value $238,604 and $258,420, respectively		242,332			265,712

Loans, net:
Commercial & industrial		122,273			117,497
Construction & land development		60,744			49,709
Commercial real estate		305,412			327,040
Residential real estate		172,809			167,946
Home equity		58,455			63,380
Consumer & other		17,299			11,201

Total loans, net		736,992			736,773
Less: allowance for loan losses		9,591			9,713

Net loans		727,401			727,060


Bank premises and equipment		22,478			22,955
Accrued interest receivable		7,686			7,372
Goodwill		2,714			2,714
Core deposit intangible		1,768			2,059
Other assets		44,354			41,269

Total assets	$	1,542,793		$	1,644,290


Liabilities
Deposits:
Demand deposits	$	263,617		$	283,449
Savings and NOW deposits		289,019			274,231
Money market accounts		250,538			301,188
Time deposits		306,921			410,097

Total deposits		1,110,095			1,268,965


Securities sold under agreements to repurchase		93,850			86,960
Other borrowed funds		166,126			123,023
Subordinated debentures		36,083			36,083
Other liabilities		22,438			22,441

Total liabilities		1,428,592			1,537,472


Stockholders’ Equity

Class A common stock, $1.00 par value per share; authorized 10,000,000 shares; issued 3,515,204 shares and 3,498,738 shares, respectively		3,515			3,499
Class B common stock, $1.00 par value per share; authorized 5,000,000 shares; issued 2,028,600 shares and 2,042,450 shares, respectively		2,029			2,042
Additional paid-in capital		11,553			11,505
Retained earnings		103,720			99,859

		120,817			116,905
Unrealized losses on securities available-for-sale, net of taxes		(1,829	)		(5,111	)
Additional pension liability, net of taxes		(4,787	)		(4,976	)

Total accumulated other comprehensive loss, net of taxes		(6,616	)		(10,087	)

Total stockholders’ equity		114,201			106,818

Total liabilities and stockholders’ equity	$	1,542,793		$	1,644,290

See accompanying notes to unaudited consolidated interim financial statements.

Page 3 of 23

Century Bancorp, Inc.
Consolidated Statements of Income (unaudited)
(In thousands, except share data)


	Three months ended				Nine months ended
	September 30,				September 30,
	2007		2006		2007		2006
Interest income
Loans	$	13,637	$	13,290	$	39,740	$	38,137
Securities held-to-maturity		2,299		2,497		7,045		7,665
Securities available-for-sale		3,555		4,390		10,558		13,214
Federal funds sold and interest-bearing deposits in other banks		1,453		364		5,184		445

Total interest income		20,944		20,541		62,527		59,461


Interest expense
Savings and NOW deposits		1,711		1,344		4,893		3,426
Money market accounts		2,230		2,711		7,052		6,850
Time deposits		3,606		4,157		12,263		11,069
Securities sold under agreements to repurchase		884		795		2,428		1,995
Other borrowed funds and subordinated debentures		2,404		2,163		6,791		8,346

Total interest expense		10,835		11,170		33,427		31,686


Net interest income		10,109		9,371		29,100		27,775

Provision for loan losses		300		225		900		600


Net interest income after provision for loan losses		9,809		9,146		28,200		27,175

Other operating income
Service charges on deposit accounts		1,981		1,747		5,630		4,965
Lockbox fees		705		658		2,262		2,095
Gain on sale of building		1,321		—		1,321		—
Other income		409		324		1,144		1,569

Total other operating income		4,416		2,729		10,357		8,629


Operating expenses
Salaries and employee benefits		6,081		5,843		18,581		18,092
Occupancy		945		1,020		2,859		2,986
Equipment		759		785		2,265		2,305
Other		2,155		2,408		6,784		6,963

Total operating expenses		9,940		10,056		30,489		30,346


Income before income taxes		4,285		1,819		8,068		5,458

Provision for income taxes		1,421		622		2,577		1,858


Net income	$	2,864	$	1,197	$	5,491	$	3,600


Share data:
Weighted average number of shares outstanding, basic		5,542,483		5,541,088		5,542,009		5,540,902
Weighted average number of shares outstanding, diluted		5,545,915		5,548,842		5,547,170		5,550,697
Net income per share, basic	$	0.52	$	0.22	$	0.99	$	0.65
Net income per share, diluted	$	0.52	$	0.22	$	0.99	$	0.65
Cash dividends paid:
Class A common stock	$	0.12	$	0.12	$	0.36	$	0.36
Class B common stock	$	0.06	$	0.06	$	0.18	$	0.18

See accompanying notes to unaudited consolidated interim financial statements.

Page 4 of 23

Century Bancorp, Inc.
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
For the Nine Months Ended September 30, 2007 and 2006


											Accumulated
	Class A		Class B			Additional					Other			Total
	Common		Common			Paid-In		Retained			Comprehensive			Stockholders’
	Stock		Stock			Capital		Earnings			Loss			Equity
	(In thousands)
Balance at December 31, 2005	$	3,453	$	2,082		$	11,416	$	97,338		$	(11,088	)	$	103,201

Net income		—		—			—		3,600			—			3,600

Other comprehensive income, net of tax:
Unrealized holding gains arising during period
net of $1,465 in taxes		—		—			—		—			2,037			2,037

Comprehensive income															5,637

Conversion of Class B common stock to Class A common stock, 40,000 shares		40		(40	)		—		—			—			—

Stock options exercised, 5,646 shares		6		—			88		—			—			94
Cash dividends paid, Class A common stock, $.36 per share		—		—			—		(1,256	)		—			(1,256	)

Cash dividends paid, Class B common stock, $.18 per share		—		—			—		(369	)		—			(369	)

Balance at September 30, 2006	$	3,499	$	2,042		$	11,504	$	99,313		$	(9,051	)	$	107,307


Balance at December 31, 2006	$	3,499	$	2,042		$	11,505	$	99,859		$	(10,087	)	$	106,818

Net income		—		—			—		5,491			—			5,491

Other comprehensive income, net of tax:
Unrealized holding gains arising during period net of $2,028 in taxes		—		—			—		—			3,282			3,282

Pension liability adjustment, net of $132 in taxes		—		—			—		—			189			189

Comprehensive income															8,962

Conversion of Class B common stock to Class A common stock, 13,850 shares		13		(13	)		—		—			—			—

Stock options exercised, 2,616 shares		3		—			48		—			—			51

Cash dividends paid, Class A common stock, $.36 per share		—		—			—		(1,261	)		—			(1,261	)

Cash dividends paid, Class B common stock, $.18 per share		—		—			—		(369	)		—			(369	)

Balance at September 30, 2007	$	3,515	$	2,029		$	11,553	$	103,720		$	(6,616	)	$	114,201

See accompanying notes to unaudited consolidated interim financial statements.

Page 5 of 23

Century Bancorp, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In thousands)


	Nine months ended September 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,491		$	3,600
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of building		(1,321	)		—
Provision for loan losses		900			600
Deferred income taxes		(258	)		(676	)
Net depreciation and amortization		2,668			2,752
Increase in accrued interest receivable		(314	)		(141	)
Increase in other assets		(4,573	)		(4,271	)
Increase in other liabilities		354			1,328

Net cash provided by operating activities		2,947			3,192


CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities available-for-sale		136,349			76,260
Purchase of securities available-for-sale		(70,106	)		(448	)
Proceeds from maturities of securities held-to-maturity		23,436			16,348
Proceeds from sale of building		1,500			—
Net increase in loans		(1,694	)		(32,075	)
Capital expenditures		(1,908	)		(430	)

Net cash provided by investing activities		87,577			59,655


CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in time deposits		(103,176	)		(21,185	)
Net (decrease) increase in demand, savings, money market and NOW deposits		(55,694	)		80,072
Net proceeds from the exercise of stock options		51			94
Cash dividends		(1,630	)		(1,625	)
Net increase in securities sold under agreements to repurchase		6,890			13,920
Net increase (decrease) in other borrowed funds		43,103			(190,442	)

Net cash used in financing activities		(110,456	)		(119,166	)


Net decrease in cash and cash equivalents		(19,932	)		(56,319	)
Cash and cash equivalents at beginning of period		159,668			152,679

Cash and cash equivalents at end of period	$	139,736		$	96,360



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	34,568		$	31,511
Income taxes		2,157			2,516
Change in unrealized losses on securities available-for-sale, net of taxes		3,282			2,037
Pension liability adjustment, net of taxes		189			—

See accompanying notes to unaudited consolidated interim financial statements.

Page 6 of 23

Century Bancorp, Inc.

Notes to Unaudited Consolidated Interim Financial Statements

Three and Nine Months Ended September 30, 2007 and 2006

Note 1. Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of Century Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, Century Bank and Trust Company (the “Bank”). The consolidated financial statements also include the accounts of the Bank’s wholly-owned subsidiaries: Century Subsidiary Investments, Inc. (“CSII”); Century Subsidiary Investments, Inc. II (“CSII II”); and Century Subsidiary Investments, Inc. III (“CSII III”). CSII, CSII II, CSII III are engaged in buying, selling and holding investment securities. The Company also owns 100% of Century Bancorp Capital Trust II (“CBCT II”). CBCT II is an unconsolidated subsidiary of the Company.

All significant intercompany accounts and transactions have been eliminated in consolidation. The Company provides a full range of banking services to individual, business and municipal customers in Massachusetts. As a bank holding company, the Company is subject to the regulation and supervision of the Federal Reserve Board. The Bank, a state chartered financial institution, is subject to supervision and regulation by applicable state and federal banking agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Commonwealth of Massachusetts Commissioner of Banks. The Bank is also subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of the Bank. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy. All aspects of the Company’s business are highly competitive. The Company faces aggressive competition from other lending institutions and from numerous other providers of financial services. The Company has one reportable operating segment.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and to general practices within the banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The Company’s Quarterly report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission.

Material estimates that are susceptible to change in the near-term relate to the allowance for loan losses. Management believes that the allowance for loan losses is adequate based on independent appraisals and review of other factors associated with the loans. While management uses available information to recognize loan losses, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. In addition, regulatory agencies periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination.

Whenever necessary prior period amounts were reclassified to conform with the current period presentation.

Page 7 of 23

Note 2. Stock Option Accounting

Stock option activity under the Company’s stock option plan is as follows:


	September 30, 2007
				Weighted
				Average
	Amount			Exercise Price
Shares under option:
Outstanding at beginning of year		122,737		$	27.20
Granted		—			—
Cancelled		(21,884	)		26.18
Exercised		(2,616	)		19.20

Outstanding at end of period		98,237		$	27.64

Exercisable at end of period		98,237		$	27.64

Available to be granted at end of period		173,309

On September 30, 2007, the outstanding options to purchase 98,237 shares of Class A common stock have exercise prices between $15.063 and $35.010, with a weighted average exercise price of $27.64 and a weighted average remaining contractual life of 4.4 years. The weighted average intrinsic value of options exercised for the nine-month period ended September 30, 2007 was $4.90 per share with an aggregate value of $12,800. The average intrinsic value of options exercisable at September 30, 2007 had an aggregate value of $72,000.

The Company uses the fair value method to account for stock options. All of the Company’s stock options are vested and there were no options granted during the first nine months of 2007.

Note 3. Employee Benefits

The Company provides pension benefits to its employees under a noncontributory, defined benefit plan which is funded on a current basis in compliance with the requirements at the Employee Retirement Income Security Act of 1974 (“ERISA”) and recognizes costs over the estimated employee service period.

The Company also has a Supplemental Executive Insurance/Retirement Plan (the Supplemental Plan) which is limited to certain officers and employees of the Company. The Supplemental Plan is accrued on a current basis and recognizes costs over the estimated employee service period.

Executive officers of the Company or its subsidiaries who have at least one year of service may participate in the Supplemental Plan. The Supplemental Plan is voluntary and participants are required to contribute to its cost. Individual life insurance policies, which are owned by the Company, are purchased covering the lives of each participant.

Page 8 of 23

Note 3. Employee Benefits (continued)

Components of Net Periodic Benefit Cost for the Three Months Ending September 30,


							Supplemental Insurance/
	Pension Benefits						Retirement Plan
	2007			2006			2007		2006
	(In thousands)
Service cost	$	217		$	221		$	27	$	27
Interest		270			249			189		191
Expected return on plan assets		(277	)		(254	)		—		—
Recognized prior service (cost) benefit		(29	)		(29	)		16		16
Recognized net actuarial losses		99			93			20		28

Net periodic benefit cost	$	280		$	280		$	252	$	262

Components of Net Periodic Benefit Cost for the Nine Months Ending September 30,


							Supplemental Insurance/
	Pension Benefits						Retirement Plan
	2007			2006			2007		2006
	(In thousands)
Service cost	$	651		$	663		$	80	$	81
Interest		810			747			568		573
Expected return on plan assets		(832	)		(762	)		—		—
Recognized prior service (cost) benefit		(87	)		(87	)		48		48
Recognized net actuarial losses		299			279			61		83

Net periodic benefit cost	$	841		$	840		$	757	$	785

Contributions

The Company previously disclosed in its financial statements for the year ended December 31, 2006 that it expected to contribute $1,560,000 to the Pension Plan in 2007. As of September 30, 2007, $1,170,000 of the contribution had been made. The Company expects to contribute an additional $390,000 by the end of the year.

Effective December 31, 2006, the Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB Statements No. 87, 88, 106, and 132(R),” which requires the Company to recognize the overfunded or underfunded status of a single employer defined benefit pension or postretirement plan as an asset or liability on its balance sheet and to recognize changes in the funded status in comprehensive income in the year in which the change occurred. However, gains or losses, prior service costs or credits, and transition assets or obligations that have not yet been included in net periodic benefit cost as of the end of 2006, the fiscal year in which the Statement is initially applied are to be recognized as components of the ending balance of accumulated other comprehensive income, net of tax. During 2006, the Company recorded an additional $2,158,000 pension liability adjustment, net of tax, through stockholders’ equity, as a result of the adoption of SFAS 158. The Company recognized $189,000, net of tax during the first nine months of 2007, as amortization of amounts previously recognized in accumulated other comprehensive income.

Page 9 of 23

Note 3. Employee Benefits (continued)

SFAS 158 also requires the Company to measure plan assets and benefit obligations as of the date of the Company’s fiscal year end effective for fiscal years ending after December 15, 2008.

Note 4. Bank Premises and Equipment

On August 17, 2007, the Company sold the building which houses one of its branches located at 55 High Street, Medford, Massachusetts for $1.5 million at market terms. This property was sold to C&S Capital Properties, LLC, an entity affiliated with Joseph J. Senna, Esq., who is a director of the Company. The Bank financed $1.0 million of this purchase at market terms. This sale resulted in a pre-tax gain of $1.3 million.

The Bank is relocating this branch to 1 Salem Street (formerly 3 Salem Street), Medford, Massachusetts. As previously disclosed in the Company’s June 30, 2007 Form 10-Q, this property will be leased from Sloane Enterprises, LLC, an entity affiliated with Marshall M. Sloane, Chairman of the Board of the Company. The lease will be for a period of fifteen years. The annual base rent amount will be $28,500 with annual increases based on the consumer price index, but not less than 2% per year. The Company is also required to pay 25% of all real estate taxes and operating costs. The lease contains options to extend the lease for three additional five year periods. The lease was effective on September 1, 2007. The terms of the lease were based on an independent appraisal of the property and are considered to be market terms.

Until such time as 1 Salem Street is opened as a branch, 55 High Street will be leased to the Bank as a tenant-at-will at market terms. It is anticipated that the new branch will be opened during the second or third quarter of 2008. The relocation of the branch is subject to customary regulatory approvals.

Note 5. Income Taxes

The Company classifies interest resulting from underpayment of income taxes as income tax expense in the first period the interest would begin accruing according to the provisions of the relevant tax law.

The Company classifies penalties resulting from underpayment of income taxes as income tax expense in the period for which the Company claims or expects to claim an uncertain tax position or in the period in which the Company’s judgment changes regarding an uncertain tax position.

In July 2006 the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. The Company adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s results of operation or its financial position.

Page 10 of 23

Note 6. Recent Accounting Developments

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”, which among other things, requires enhanced disclosures about financial instruments carried at fair value. SFAS 157 is effective for fiscal years beginning after November 15, 2007. SFAS 157 establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value. The three broad levels defined by the SFAS 157 hierarchy are as follows:

Level I — Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The type of financial instruments included in Level I are highly liquid cash instruments with quoted prices such as G-7 government, agency securities, listed equities and money market securities, as well as listed derivative instruments.

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Instruments which are generally included in this category are corporate bonds and loans, mortgage whole loans, municipal bonds and OTC derivatives.

Level III — Instruments that have little to no pricing observability as of the reported date. These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Instruments that are included in this category generally include certain commercial mortgage loans, certain private equity investments, distressed debt, non-investment grade residual interests in securitizations, as well as certain highly structured OTC derivative contracts.

The Company is currently evaluating the impact SFAS 157 will have upon adoption.

In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159 (“SFAS 159”), The Fair Value Option for Financial Assets and Financial Liabilities , which gives entities the option to measure eligible financial assets, and financial liabilities at fair value on an instrument by instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be recorded in earnings. This statement is effective as of the beginning of a company’s first fiscal year after November 15, 2007. The Company continues to analyze the impact of SFAS 159 upon adoption on January 1, 2008.

Page 11 of 23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Except for the historical information contained herein, this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, without limitation, (i) the fact that the Company’s success is dependent to a significant extent upon general economic conditions in New England, (ii) the fact that the Company’s earnings depend to a great extent upon the level of net interest income (the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings) generated by the Bank and thus the Bank’s results of operations may be adversely affected by increases or decreases in interest rates, (iii) the fact that the banking business is highly competitive and the profitability of the Company depends upon the Bank’s ability to attract loans and deposits within its market area, where the Bank competes with a variety of traditional banking and other institutions such as credit unions and finance companies, and (iv) the fact that a significant portion of the Company’s loan portfolio is comprised of commercial loans, exposing the Company to the risks inherent in loans based upon analyses of credit risk, the value of underlying collateral, including real estate, and other more intangible factors, which are considered in making commercial loans. Accordingly, the Company’s profitability may be negatively impacted by errors in risk analyses, and by loan defaults, and the ability of certain borrowers to repay such loans may be adversely affected by any downturn in general economic conditions. These factors, as well as general economic and market conditions, may materially and adversely affect the market price of shares of the Company’s common stock. Because of these and other factors, past financial performance should not be considered an indicator of future performance. The forward-looking statements contained herein represent the Company’s judgment as of the date of this Form 10-Q, and the Company cautions readers not to place undue reliance on such statements.

Executive Overview

Century Bancorp, Inc. (together with its bank subsidiary, unless the context otherwise requires, the “Company”) is a Massachusetts state chartered bank holding company headquartered in Medford, Massachusetts. The Company is a Massachusetts corporation formed in 1972 and has one banking subsidiary (the “Bank”): Century Bank and Trust Company formed in 1969. The Company had total assets of approximately $1.5 billion as of September 30, 2007. The Company presently operates 22 banking offices in 16 cities and towns in Massachusetts ranging from Braintree in the south to Beverly in the north. The Bank’s customers consist primarily of small and medium-sized businesses and retail customers in these communities and surrounding areas, as well as local governments and institutions throughout Massachusetts. During the quarter ended June 30, 2006, the Company closed its branch on Atlantic Avenue in Boston and transferred its customers to the nearby State Street branch. As discussed in Note 4. Banking Premises and Equipment, the Company is currently in the process of relocating its Medford Square branch.

The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and interest paid on deposits and borrowings. The results of operations are also affected by the level of income and fees from loans, deposits, as well as operating expenses, the provision for loan losses, the impact of federal and state income taxes and the relative levels of interest rates and economic activity.

Page 12 of 23

Executive Overview (continued)

The Company offers a wide range of services to commercial enterprises, state and local governments and agencies, non-profit organizations and individuals. It emphasizes service to small and medium-sized businesses and retail customers in its market area. The Company makes commercial loans, real estate and construction loans and consumer loans, and accepts savings, time, and demand deposits. In addition, the Company offers to its corporate and institutional customers automated lock box collection services, cash management services and account reconciliation services, and actively promotes the marketing of these services to the municipal market. Also, the Company provides full service securities brokerage services through its division, Investment Services at Century Bank, in conjunction with Independent Financial Marketing Group, a full service securities brokerage business.

The Company is also a provider of financial services, including cash management, transaction processing and short term financing to municipalities in Massachusetts and Rhode Island. The Company has deposit relationships with approximately 35% of the 351 cities and towns in Massachusetts.

Earnings for the third quarter ended September 30, 2007 were $2,864,000, or $0.52 per share diluted, compared to net income of $1,197,000, or $0.22 per share diluted, for the third quarter ended September 30, 2006. Included in income for the third quarter of 2007 is the previously announced $1,321,000 pre-tax gain on the sale of the building which houses the Company’s Medford Square branch. Included in income for the third quarter of 2006 was approximately $354,000 of Federal Home Loan Bank (FHLB) stock dividend income. This dividend was for the second and third quarter of 2006 because the FHLB did not declare a dividend in the second quarter of 2006. For the first nine months of 2007, net income totaled $5,491,000, or $0.99 per share diluted, compared to net income of $3,600,000, or $0.65 per share diluted, for the same period a year ago. Included in income for the nine months ended September 30, 2006 is a pre-tax gain of $600,000 from the sale of the Company’s rights to future royalty payments for a portion of its Merchant Credit Card customer base.

Throughout 2007, the Company has seen improvement in its net interest margin as illustrated in the graph below:

The primary factors accounting for the increase in net interest margin are:

	•		a continuing decline in the cost of funds as a result of increased pricing discipline related to deposits,

	•		an increase in the loan yield due to an increase in prepayment fees, particularly in the second quarter of 2007, and

	•		the maturity of lower-yielding investment securities

While management will continue its efforts to improve the net interest margin, there can be no assurance that certain factors beyond its control, such as the prepayment of

Page 13 of 23

Executive Overview (continued)

loans and changes in market interest rates, will continue to positively impact the net interest margin.

In addition, a great deal of emphasis has been placed on cost control during 2007 as demonstrated by the decrease of just over 1% in operating expenses for the quarter ended September 30, 2007 and the increase of 0.5% for the year-to-date period ended September 30, 2007 as compared to the comparable 2006 period.

Financial Condition

Loans

On September 30, 2007, total loans outstanding, net of unearned discount, were $737.0 million, an increase of 0.03% from the total on December 31, 2006. At September 30, 2007, commercial real estate loans accounted for 41.4% and residential real estate loans, including home equity credit lines, accounted for 31.4% of total loans.

Commercial and industrial loans increased to $122.3 million at September 30, 2007 from $117.5 million on December 31, 2006. Construction loans increased to $60.7 million at September 30, 2007 from $49.7 million on December 31, 2006.

The primary reason for the stability in loans was due in large part to an increase in loan payoffs offset by loan originations.

Allowance for Loan Losses

The allowance for loan losses was 1.30% of total loans on September 30, 2007 compared with 1.32% on December 31, 2006. The ratio has remained relatively stable. Net charge-offs for the nine months ended September 30, 2007 were $1,022,000 compared to net charge-offs of $156,000 for the same period in 2006. The increase in charge-offs was mainly attributable to small business loans. Increased provision for loan losses in 2007 as compared to 2006 have been made due primarily to an increase in net charge-offs and an increase in nonaccruing loans.

During 2007, the Company has experienced increased levels of charge-offs and nonaccruing loans. Due to current uncertainties in the economy, this trend may continue if borrowers are negatively impacted by future economic conditions. Management continually monitors trends in the loan portfolio to determine the appropriate level of allowance for loan losses. At the current time, management believes that the allowance for loan losses is adequate.

Nonperforming Assets

The following table sets forth information regarding nonperforming assets held by the Bank at the dates indicated:


	September 30, 2007			December 31, 2006
	(Dollars in thousands)

Nonaccruing loans	$	531		$	135
Loans past due 90 days or more and still accruing	$	846		$	789
Other real estate owned	$	453		$	—
Nonaccruing loans as a percentage of total loans		.07	%		.02	%

Page 14 of 23

Financial Condition (continued)

Cash and Cash Equivalents

Cash and cash equivalents decreased mainly as a result of decreases in time deposits. Time deposits decreased mainly because of a decreased reliance on higher rate time deposits.

Investments

Management continually evaluates its investment alternatives in order to properly manage the overall balance sheet mix. The timing of purchases, sales and reinvestments, if any, will be based on various factors including expectation of movements in market interest rates, deposit flows and loan demand. Notwithstanding these events, it is the intent of management to grow the earning asset base mainly through loan originations while funding this growth through a mix of retail deposits, FHLB advances, and retail repurchase agreements.


	September 30, 2007		December 31, 2006
	(In thousands)

Securities Available-for-Sale (at Fair Market Value)


U.S. Government and U.S.Government Sponsored Enterprises	$	183,555	$	223,027
Other Bonds and Equity Securities		14,175		13,378
Mortgage-backed Securities		156,594		179,076


Total Securities Available-for-Sale	$	354,324	$	415,481


Securities Held-to-Maturity (at Amortized Cost)

U.S. Government Sponsored Enterprises	$	149,983	$	159,969
Mortgage-backed Securities		92,349		105,743


Total Securities Held-to-Maturity	$	242,332	$	265,712

Securities Available-for-Sale

The securities available-for-sale portfolio totaled $354.3 million at September 30, 2007, a decrease of 14.7% from December 31, 2006. The portfolio decreased mainly because of a reduction in the size of the balance sheet. Purchases of securities available-for-sale totaled $70.1 million for the nine months ended September 30, 2007. These purchases were made to take advantage of rising rates and the somewhat steeper yield curve. The portfolio is concentrated in United States Government Sponsored Enterprises and Mortgage-backed Securities and had an estimated weighted average remaining life of 1.9 years. Included in U.S. Government and U.S. Government Sponsored Enterprises is one U.S. Government security totaling $2 million.

Page 15 of 23

Financial Condition (continued)

Securities Held-to-Maturity

The securities held-to-maturity portfolio totaled $242.3 million on September 30, 2007, a decrease of 8.8% from the total on December 31, 2006. The portfolio decreased mainly because of a reduction in the size of the balance sheet. The portfolio is concentrated in United States Government Sponsored Enterprises and Mortgage-backed Securities and had an estimated weighted average remaining life of 1.7 years.

Other Assets

Other assets increased by $3.1 million or 7.5%. Other assets increased mainly because of an increase in the cash surrender value of life insurance policies.

Deposits and Borrowed Funds

On September 30, 2007, deposits totaled $1.11 billion, representing a 12.5% decrease in total deposits from December 31, 2006. Total deposits decreased primarily as a result of decreases in time deposits, money market deposits and demand deposits, offset somewhat by increases in savings and NOW deposits. Time deposits and money market deposits decreased mainly because of decreases in higher rate deposits. The Company competed less aggressively for these types of deposits. Demand deposits decreased mainly because of a decrease in the amount of customer balances necessary to offset service charges. Savings and NOW deposits increased mainly because the Company competed more aggressively for these types of deposits during the first nine months of the year. Borrowed funds totaled $260.0 million compared to $210.0 million at December 31, 2006. Borrowed funds remained relatively stable during the quarter.

Results of Operations

Net Interest Income

For the three months ended September 30, 2007, net interest income totaled $10.1 million compared to $9.4 million for the same period in 2006, an increase of $738,000 or 7.9%. This increase in net interest income is due to an increase of 29 basis points in the net interest margin, from 2.48% on a fully taxable equivalent basis in 2006 to 2.77% on the same basis for 2007. Included in income for the third quarter of 2006 was approximately $354,000 of FHLB stock dividend income. This dividend was for the second and third quarter of 2006 because the FHLB did not declare a dividend in the second quarter of 2006.

For the nine months ended September 30, 2007, net interest income totaled $29.1 million compared to $27.8 million for the same period in 2006, an increase of $1,325,000 or 4.8%. This increase in net interest income is due to an increase of 18 basis points in the net interest margin, from 2.43% on a fully taxable equivalent basis in 2006 to 2.61% on the same basis for 2007. Included in interest income for the nine months ended September 30, 2007 was $432,000 of prepayment fees collected on loans as compared to $95,000 for the comparable 2006 period.

There can be no assurance that certain factors beyond its control, such as the prepayment of loans and changes in market interest rates, will continue to positively impact the net interest margin. Management believes that the relatively flat yield curve environment will continue to present challenges as deposit and borrowing costs may have the potential to increase at a faster rate than corresponding asset categories.

Page 16 of 23

Results of Operations (continued)

The following table sets forth the distribution of the Company’s average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the three-month periods indicated.


	Three Months Ended
	September 30, 2007									September 30, 2006
	Average						Average			Average						Average
	Balance			Interest(1)			Yield/Rate			Balance			Interest(1)			Yield/Rate
	(dollars in thousands)
Assets
Interest-earning assets:
Loans (2)	$	733,160		$	13,664			7.40	%	$	733,100		$	13,303			7.22	%
Securities available-for-sale
Taxable		356,717			3,554			3.99	%		483,496			4,388			3.63	%
Tax-exempt		91			1			5.68	%		284			4			4.99	%
Securities held-to-maturity
Taxable		252,905			2,299			3.64	%		273,233			2,497			3.66	%
Federal funds sold		111,674			1,452			5.20	%		27,185			361			5.30	%
Interest bearing deposits in other banks		116			1			4.47	%		308			3			3.56	%

Total interest earning assets		1,454,663			20,971			5.73	%		1,517,605			20,556			5.40	%

Non interest-earning assets		129,613									125,594
Allowance for loan losses		(9,583	)								(9,672	)

Total assets	$	1,574,693								$	1,633,528


Liabilities and Stockholders’ Equity
Interest bearing deposits:
NOW account	$	204,215		$	1,089			2.12	%		209,416		$	1,036			1.96	%
Savings accounts		110,306			622			2.24	%		88,474			308			1.38	%
Money market accounts		269,019			2,230			3.29	%		334,657			2,710			3.21	%
Time deposits		309,570			3,606			4.62	%		358,812			4,158			4.60	%

Total interest-bearing deposits		893,110			7,547			3.35	%		991,359			8,212			3.29	%
Securities sold under agreements to repurchase		95,418			884			3.68	%		79,283			795			3.98	%
Other borrowed funds and subordinated debentures		172,185			2,404			5.53	%		151,618			2,163			5.66	%

Total interest-bearing liabilities		1,160,713			10,835			3.70	%		1,222,260			11,170			3.63	%

Non interest-bearing liabilities:
Demand deposits		278,610									285,761
Other liabilities		23,454									20,168

Total liabilities		1,462,777									1,528,189
Stockholders’ equity		111,916									105,339

Total liabilities & stockholders equity	$	1,574,693								$	1,633,528

Less taxable equivalent adjustment					(27	)								(15	)

Net interest income				$	10,109								$	9,371

Net interest spread (3)								2.03	%								1.77	%
Net interest margin (4)								2.77	%								2.48	%


(1)		On a fully taxable equivalent basis calculated using a tax rate of 34%.

(2)		Nonaccrual loans are included in average amounts outstanding.

(3)		Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(4)		Net interest margin represents net interest income as a percentage of average interest-earning assets.

Page 17 of 23

Results of Operations (continued)


	Nine Months Ended
	September 30, 2007									September 30, 2006
	Average						Average			Average						Average
	Balance			Interest(1)			Yield/Rate			Balance			Interest(1)			Yield/Rate
	(dollars in thousands)
Assets
Interest-earning assets:
Loans (2)	$	724,398		$	39,802			7.35	%	$	722,978		$	38,151			7.06	%
Securities available-for-sale
Taxable		372,623			10,557			3.78	%		511,436			13,202			3.44	%
Tax-exempt		36			1			5.74	%		473			17			4.79	%
Securities held-to-maturity
Taxable		258,586			7,044			3.63	%		278,497			7,665			3.67	%
Federal funds sold		132,241			5,178			5.22	%		11,484			440			5.11	%
Interest bearing deposits in other banks		166			6			4.57	%		178			5			3.75	%

Total interest earning assets		1,488,050			62,588			5.61	%		1,525,046			59,480			5.21	%

Non interest-earning assets		129,543									122,442
Allowance for loan losses		(9,723	)								(9,527	)

Total assets	$	1,607,870								$	1,637,961


Liabilities and Stockholders’ Equity
Interest bearing deposits:
NOW account	$	204,814		$	3,265			2.13	%		209,775		$	2,905			1.85	%
Savings accounts		105,592			1,630			2.06	%		79,195			521			0.88	%
Money market accounts		288,192			7,051			3.27	%		323,155			6,849			2.83	%
Time deposits		347,909			12,262			4.71	%		342,384			11,069			4.32	%

Total interest-bearing deposits		946,507			24,208			3.42	%		954,509			21,344			2.99	%
Securities sold under agreements to repurchase		87,582			2,428			3.71	%		70,004			1,995			3.81	%
Other borrowed funds and subordinated debentures		161,994			6,791			5.60	%		206,535			8,347			5.40	%

Total interest-bearing liabilities		1,196,083			33,427			3.74	%		1,231,048			31,686			3.44	%
Non interest-bearing liabilities
Demand deposits		278,451									283,089
Other liabilities		23,378									19,373

Total liabilities		1,497,912									1,533,510
Stockholders’ equity		109,958									104,451

Total liabilities & stockholders equity	$	1,607,870								$	1,637,961

Less taxable equivalent adjustment					(61	)								(19	)

Net interest income				$	29,100								$	27,775

Net interest spread (3)								1.87	%								1.77	%
Net interest margin (4)								2.61	%								2.43	%


(1)		On a fully taxable equivalent basis calculated using a tax rate of 34%.

(2)		Nonaccrual loans are included in average amounts outstanding.

(3)		Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(4)		Net interest margin represents net interest income as a percentage of average interest-earning assets.

Page 18 of 23

Results of Operations (continued)

The following table presents certain information on a fully-tax equivalent basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to changes in rate and changes in volume.


	Three Months Ended September 30, 2007									Nine Months Ended September 30, 2007
	Compared with									Compared with
	Three Months Ended September 30, 2006									Nine Months Ended September 30, 2006
	Increase/(Decrease) Due to Change in									Increase/(Decrease) Due to Change in
	Volume			Rate			Total			Volume			Rate			Total
	(In thousands)
Interest Income:
Loans	$	3		$	358		$	361		$	75		$	1,576		$	1,651
Securities available-for-sale
Taxable		(1,233	)		399			(834	)		(3,840	)		1,195			(2,645	)
Tax-exempt		(3	)		—			(3	)		(16	)		—			(16	)
Securities held-to-maturity
Taxable		(185	)		(13	)		(198	)		(543	)		(78	)		(621	)
Federal funds sold		1,099			(8	)		1,091			4,728			10			4,738
Interest bearing deposits in other banks		(3	)		1			(2	)		—			1			1

Total interest income		(322	)		737			415			404			2,704			3,108

Interest expense:
Deposits:
NOW accounts		(26	)		79			53			(70	)		430			360
Savings accounts		90			224			314			220			889			1,109
Money market accounts		(543	)		63			(480	)		(788	)		990			202
Time deposits		(576	)		24			(552	)		181			1,012			1,193


Total interest-bearing deposits		(1,055	)		390			(665	)		(457	)		3,321			2,864
Securities sold under agreements to repurchase		152			(63	)		89			487			(54	)		433
Other borrowed funds and subordinated debentures		291			(50	)		241			(1,854	)		298			(1,556	)

Total interest expense		(612	)		277			(335	)		(1,824	)		3,565			1,741

Change in net interest income	$	290		$	460		$	750		$	2,228		$	(861	)	$	1,367

Provision for Loan Losses

For the three months ended September 30, 2007, the loan loss provision was $300,000 compared to a provision of $225,000 for the same period last year. For the nine months ended September 30, 2007, the loan loss provision was $900,000 compared to a provision of $600,000 for the same period last year. The provision increased mainly because of an increase in net charge-offs and an increase in nonaccruing loans. The Company’s loan loss allowance as a percentage of total loans outstanding has remained relatively stable at 1.30% at September 30, 2007 as compared to 1.32% at December 31, 2006. The coverage ratio remained stable mainly as a result of relative stability in the loan portfolio.

Non-Interest Income and Expense

Other operating income for the quarter ended September 30, 2007 was $4.4 million as compared to $2.7 million for the same period last year. The increase in other operating income was mainly attributable to a $1,321,000 gain on the sale of the building which houses the Company’s Medford Square branch. Also, there was a $234,000 increase in service charges on deposit accounts. Service charges on deposit accounts increased mainly because of an increase in fees charged. Other income increased by $85,000, mainly as a result of increases in foreign ATM transaction fees.

Page 19 of 23

Results of Operations (continued)

Also, lockbox fees increased by $47,000 as a result of an increase in customer volume.

Other operating income was $10.4 million for nine month period ended September 30, 2007 compared to $8.6 million for the same period last year. The increase in other operating income was mainly attributable to a $1,321,000 gain on the sale of the building which houses the Company’s Medford Square branch. Other income decreased by $425,000 mainly as a result of a gain recognized in the first quarter of 2006 of $600,000 from the sale of rights to future royalty payments for a portion of the Company’s Merchant Credit Card customer base somewhat offset by an increase of $117,000 in foreign ATM transaction fees. Service charges on deposit accounts increased by $665,000 mainly because of an increase in the Company’s customer base. Also, lockbox fees increased by $167,000 due to an increase in customer volume.

For quarter ended September 30, 2007, operating expenses decreased by $116,000 or 1.2% to $9.9 million, from the same period last year. The decrease in operating expenses for the quarter was mainly attributable to a decrease of $253,000 in other expenses, $75,000 in occupancy expenses and $26,000 in equipment somewhat offset by an increase in salaries and employee benefits. Salaries and employee benefits increased mainly as a result of an increase in staffing, salaries and health insurance costs. Other expenses decreased mainly as a result of decreases in bank processing charges and supplies, offset somewhat by increases in software maintenance expense. Occupancy expense decreased mainly because of an increase in rental income. Equipment expense remained relatively stable.

For the nine months ended September 30, 2007, operating expenses increased by $143,000 or 0.5% to $30.5 million, from the same period last year. The increase in operating expenses for the period was mainly attributable to an increase of $489,000 in salaries and employee benefits somewhat offset by decreases of $179,000 in other expenses, $127,000 in occupancy expense and $40,000 in equipment expense. Salaries and employee benefits increased mainly as a result of an increase in staffing, salaries and health insurance costs. Other expenses decreased mainly as a result of a decrease in bank processing charges and legal expense offset somewhat by increases in miscellaneous expenses and software maintenance expense. Occupancy expense decreased mainly because of an increase in rental income. Equipment expense remained relatively stable.

Income Taxes

For the third quarter of 2007, the Company’s income tax expense totaled $1.4 million on pretax income of $4.3 million for an effective tax rate of 33.2%. For last year’s corresponding quarter, the Company’s income tax expense totaled $622,000 on pretax income of $1.8 million for an effective tax rate of 34.2%. The effective income tax rate decreased for the current quarter mainly as a result of an increase in non-taxable income compared to the third quarter of the prior year. For the first nine months of 2007, the Company’s income tax expense totaled $2.6 million on pretax income of $8.1 million for an effective tax rate of 31.9%. For last year’s corresponding period, the Company’s income tax expense totaled $1.9 million on pretax income of $5.5 million for an effective tax rate of 34.0%. The effective income tax rate decreased for the nine month period mainly as a result of an increase in non-taxable income compared to last year.

Page 20 of 23

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. To that end, management actively monitors and manages its interest rate risk exposure. The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial increase or decrease in interest rates may adversely impact the Company’s earnings to the extent that the interest rates tied to specific assets and liabilities do not change at the same speed, to the same extent, or on the same basis. The Company monitors the impact of changes in interest rates on its net interest income using several tools. The Company’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the Company’s net interest income and capital, while structuring the Company’s asset-liability structure to obtain the maximum yield-cost spread on that structure. Management believes that there have been no material changes in the interest rate risk reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission. The information is contained in the Form 10-K within the Market Risk and Asset Liability Management section of Management’s Discussion and Analysis of Results of Operations and Financial Condition.

Item 4. Controls and Procedures

The Company’s management, with participation of the Company’s principal executive and financial officers, has evaluated its disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, the Company’s management, with participation of its principal executive and financial officers, have concluded that the Company’s disclosure controls and procedures effectively ensure that information required to be disclosed in the Company’s filings and submissions with the Securities and Exchange Commission under the Exchange Act is accumulated and reported to Company management (including the principal executive officers and the principal financial officer) as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. In addition, the Company has evaluated its internal control over financial reporting and during the third quarter of 2007 there has been no change in its internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II — Other Information

Item 1

Legal proceedings — At the present time, the Company is not engaged in any legal proceedings which, if adversely determined to the Company, would have a material adverse impact on the Company’s financial condition or results of operations. From time to time, the Company is party to routine legal proceedings within the normal course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition and results of operation.

Item 1A

Risk Factors — Please read “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely effect the Company’s business, financial condition and operating results.

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds — None

Page 21 of 23

Item 3

Defaults Upon Senior Securities — None

Item 4

Submission of Matters to a Vote of Security Holders — None

Item 5

Other Information — On August 17, 2007, the Company sold the building which houses one of its branches located at 55 High Street, Medford, Massachusetts for $1.5 million at market terms. This property was sold to C&S Capital Properties, LLC, an entity affiliated with Joseph J. Senna, Esq., who is a director of the Company. The Bank financed $1.0 million of this purchase at market terms. This sale resulted in a pre-tax gain of $1.3 million.

Item 6

Exhibits

3.1 Certificate of Incorporation of Century Bancorp, Inc., incorporated by reference previously filed with registrant’s initial registration statement on Form S-1 dated May 20, 1987 (Registration No. 33-13281).

3.2 Bylaws of Century Bancorp, Inc. as amended on October 9, 2007.

31.1 Certification of Co-President and Co-Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

31.2 Certification of Co-President and Co-Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

31.3 Certification of Chief Financial Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

32.1 Certification of Co-President and Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Co-President and Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Page 22 of 23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: November 8, 2007				Century Bancorp, Inc

/s/ Barry R. Sloane				/s/ Jonathan G. Sloane
Barry R. Sloane				Jonathan G. Sloane
Co-President & Co-Chief Executive Officer				Co-President & Co-Chief Executive Officer

/s/ William P. Hornby
William P. Hornby, CPA
Treasurer
(Principal Accounting Officer)

Page 23 of 23

Exhibit 3.2

BY-LAWS
Of
CENTURY BANCORP, INC.

ARTICLE FIRST
Stockholders

Section 1 . Annual Meeting . The annual meeting of stockholders shall be held on the second Wednesday of April in each year commencing 1973 (or if that be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) at the hour fixed by the Directors or the Chief Executive Officer and stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-laws, may be specified by the Directors or the President. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.

Section 2 . Special Meetings . Special meetings of the stockholders may be called by the President, the Clerk, or by the Directors, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote at the meeting and who hold at least one-tenth part-in interest of the capital stock entitled to vote at the meeting, stating the time, place and purposes of the meeting. No call of a special meeting of the stockholders shall be required if such notice of the meeting shall have been waived in writing by every stockholder entitled to notice thereof, or by his attorney thereunto authorized.

Section 3 . Place of Meetings . All meetings of stockholders shall be held at the principal office of the corporation unless a different place (within the United States) is fixed by the Directors or the President and stated in the notice of the meeting.

Section 4 . Notices . Notice of all meetings of stockholders shall be given as follows, to wit: — A written notice, stating the place, day and hour thereof, shall be given by the Clerk (or the person or persons calling the meeting), at least seven days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law, the Articles of Organization, or these By-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation. Such notice, if the meeting is called otherwise than by the Clerk, may be a copy of the call of the meeting; and if the meeting is not otherwise called, such notice given by the Clerk shall constitute a call of the meeting by him. Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice need be given to any stockholder if a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto authorized if filed with the records of the meeting.

Section 5 . Quorum . At any meeting of stockholders a quorum for the transaction of business shall consist of one or more individuals appearing in person and/or as proxies and owning and/or representing a majority of the shares of the corporation then outstanding and entitled to vote, provided that less than such quorum shall have power to adjourn the meeting for time to time.

Section 6 . Voting and Proxies . Each stockholder shall have one vote for each share of stock entitled to vote, and a proportionate vote for any fractional share entitled to vote, held by him of record according to the records of the corporation, unless otherwise provided by the Articles of Organization. Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Clerk before being voted at any meeting or any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons named therein to vote at the meeting specified therein and at any adjourned session of such meeting but shall not be valid after final adjournment of the meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from

any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.

Section 7 . Action at Meeting . When a quorum is present, the action of the stockholders on any matter properly brought before such meeting shall be decided by all holders of a majority of the stock present or represented and entitled to vote and voting on such matter, except where a different vote is required by law, the Articles of Organization or these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

Section 8 . Special Action . Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meeting of stockholders. Such consent shall be treated for all purposes as a vote at a meeting.

Section 9 . Record Date . The Directors may fix in advance a time which shall be not more than sixty days prior to (a) the date of any meeting of stockholders, (b) the date for the payment of any dividend or the making of any distribution to stockholders, or (c) the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof, the right to receive such dividend or distribution, or the right to give such consent or dissent. In such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date. Without fixing such record date the Directors may for any of such purposes close the transfer books for all or any part of such period.

ARTICLES SECOND

Directors

Section 1. Powers. The Board of Directors, subject to any action at any time taken by such stockholders as then have the right to vote, shall have the entire charge, control and management of the corporation, its property and business and may exercise all or any of its powers.

Section 2. Election. A board of Directors of such number not less than three, as shall be fixed by the stockholders, shall be elected by the stockholders at the annual meeting.

Section 3. Vacancies. Any vacancy at any time existing in the Board may be filled by the Board at any meeting. The stockholders having voting power may, at a special meeting called at least in part for the purpose, choose a successor to a Director whose office is vacant, and the person so chosen shall displace any successor chosen by the Directors.

Section 4. Enlargement of the Board. The number of the Board of Directors may be increased and one or more additional Directors elected at any special meeting of the stockholders, called at least in part for the purpose, or by the Directors by vote of a majority of the Directors then in office.

Section 5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, Directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. Removal. A Director may be removed from office (a) with or without cause by vote of a majority of the stockholders entitled to vote in the election of Directors or (b) for cause by vote of a majority of the Directors then in office. A Director may be

removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

Section 7. Annual Meeting. Immediately after each annual meeting of stockholders, or the special meeting held in lieu thereof, and at the place thereof, if a quorum of the Directors elected at such meeting were present thereat, there shall be a meeting of the Directors without notice; but if such a quorum of the Directors elected thereat were not present at such meeting, or if present do not proceed immediately thereafter to hold a meeting of the Directors, the annual meeting of the Directors shall be called in the manner hereinafter provided with respect to the call of special meetings of Directors.

Section 8. Regular Meetings. Regular meetings of the Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board and no notice need to be given of regular meetings held at times and places so fixed, PROVIDED, HOWEVER, that any resolution relating to the holding of regular meetings shall remain in force only until the next annual meeting of the stockholders, or the special meeting held in lieu thereof and that if at any meeting of Directors at which a resolution is adopted fixing the times or place or places for any regular meetings any Director is absent no meeting shall be held pursuant to such resolution until either each such absent Director has in writing approved the resolution or seven days have elapsed after a copy of the resolution certified by the Clerk has been mailed postage prepaid, addressed to each such absent Director at his last known home or business address.

Section 9. Special Meetings. Special meetings of the Directors may be called by the Chief Executive Officer or by the Clerk or by the Secretary or by any two Directors and shall be held at the place designated in the call thereof.

Section 10. Notices. Notices of any special meeting of the Directors shall be given by the Clerk to each Director, by leaving a written notice at least forty eight hours before the meeting with him or at his residence or usual place of business, or by mailing it, postage prepaid, at least four days before the meeting, to his address as registered on the books of the corporation.

Such notice, if the meeting is called otherwise than by the Clerk, may be a copy of the call of the meeting; and if the meeting is not otherwise called, such notice given by the Clerk shall constitute a call of the meeting by him. If the Clerk refuses or neglects for more than twenty-four hours after receipt of a call to give notice of such special meeting, or if the office of Clerk is vacant or the Clerk is absent from the Commonwealth of Massachusetts, or incapacitated, such notice may be given by the officer or one of the Directors calling the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, if filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a Directors’ meeting need not specify the purposes of the meeting.

Section 11. Quorum. At any meeting of the Directors a majority of the number of Directors required to constitute a full Board, as fixed in or determined pursuant to these By-laws as then in effect, shall constitute a quorum for the transaction of business; provided always that any number of Directors (whether one or more and whether or not constituting a quorum) present at any meeting or at any adjourned meeting may make any reasonable adjournment thereof.

Section 12. Action at Meeting. At any meeting of the Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present and voting, unless a different vote is required by law, the Articles of Organization, or these By-laws.

Section 13. Special Action. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors’ meetings. Such consent shall be treated as a vote of the Directors for all purposes.

Section 14. Committees. The Directors may, by vote of a majority of the number of Directors required to constitute a full Board as fixed in or determined pursuant to these By-laws as then in effect, elect from their number an executive or other committees and may, by like vote, delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-laws they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-laws for the Directors.

ARTICLE THIRD

Officers

Section 1. Enumeration. The officers of the corporation shall be a President, a Treasurer, a Clerk, and such Vice Presidents, Assistant Treasurers, Assistant Clerks, Secretary, Assistant Secretaries and other officers as may from time to time be determined by the Directors.

Section 2. Election and Vacancies . The President, Treasurer and Clerk shall be elected annually by the Directors at their first meeting following the annual meeting of stockholders, or the special meeting held in lieu thereof. Other officers may be chosen by the Directors at such meeting or at any other meeting. Any vacancy at any time existing in any office may be filled by the Directors at any meeting.

Section 3. Qualification. The President may, but need not be, a Director. No officer need be a stockholder. Any two or more offices may be held by the same person, provided that the President and Clerk shall not be the same person. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Directors may determine.

Section 4. Tenure. Except as otherwise provided by law, by the Articles of Organization or these By-laws, the President, Treasurer and Clerk shall hold office until the first meeting of the Directors following the annual meeting of stockholders, or the special meeting held in lieu thereof, and thereafter until his successor is chosen and qualified. Other officers shall hold office until the first meeting of the Directors following the annual meeting of stockholders, or the special meeting held in lieu thereof, unless a shorter term is specified in the vote choosing or appointing them. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 5. Removal. The Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office, provided, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.

Section 6. Chief Executive Officer. The chief executive officer shall be the President except if and while the Board of Directors shall designate the Chairman of the Board to be the chief executive officer. It shall be the duty of the chief executive officer and he shall have the power to see that all orders and resolutions of the Board of Directors are carried into effect. He shall from time to time report to the Board of Directors all matters within his knowledge which the interests of the corporation may require to be brought to its notice. The chief executive officer shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall from time to time designate.

Section 7. Chairman of the Board. The Chairman of the Board (if any) shall when present preside at all meetings of the stockholders and of the Board of Directors. He shall perform such duties and have such powers additional to the foregoing as may be assigned to him, from time to time, by the Board of Directors or as elsewhere provided in these By-Laws or by law. In the absence from any such meeting of the Chairman of the Board, the

President shall preside at the meeting or, if the President also is absent, the Board of Directors shall elect a temporary Chairman to preside at the meeting.

Section 8. President. If there is no Chairman of the Board (or in the absence or disability of any such Chairman) his powers and duties shall be performed by the President. The President shall perform such duties and have such powers additional to the foregoing as may be assigned to him, from time to time, by the Board of Directors or as elsewhere provided in these By-laws or by law.

Section 9. Vice Presidents. In the absence or disability of the President, his powers and duties shall be performed by the Vice President, if only one, or, if more than one, by the one designated for the purpose by the Directors. Each Vice President shall have such other powers and perform such other duties as the Directors shall from time to time designate.

Section 10. Treasurer. The Treasurer shall, subject to the direction of the Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the corporation, except as the Directors may otherwise provide. He shall promptly render to the Chief Executive Officer and to the Directors such statements of his transactions and accounts as Chief Executive Officer and Directors respectively may from time to time require. The Treasurer shall perform such duties and have such powers additional to the foregoing as the Directors may designate.

Section 11. Assistant Treasurers. In the absence or disability of the Treasurer, his powers and duties shall be performed by the Assistant Treasurer, if only one, or, if more than one, by the one designated for the purpose by the Directors. Each Assistant Treasurer shall have such other powers and perform such other duties as the Directors shall from time to time designate.

Section 12. Clerk. The Clerk shall record in books kept for the purpose all votes and proceedings of the stockholders and, if there be no Secretary or Assistant Secretary, of the Directors at their meetings. Unless the Directors shall appoint a transfer agent and/or

registrar or other officer or officers for the purpose, the Clerk shall be charged with the duty of keeping, or causing to be kept, accurate records of all stock outstanding, stock certificates issued and stock transfers; and, subject to such other or different rules as shall be adopted from time to time by the Directors, such records may be kept solely in the stock certificate books. The Clerk shall perform such duties and have such powers additional to the foregoing as the Directors shall designate.

Section 13. Assistant Clerks. In the absence of the Clerk from any meeting of the stockholders or, if there be no Secretary or Assistant Secretary, from any meeting of the Directors, the Assistant Clerk, if one be elected, or, if there be more than one, the one designated for the purpose by the Directors, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk. Each Assistant Clerk shall have such other powers and perform such other duties as the Directors may from time to time designate.

Section 14. Secretary and Assistant Secretaries. If a Secretary is elected, he shall keep a record of the meetings of the Directors and in his absence, an Assistant Secretary, if one be elected, or, if there be more than one, the one designated for the purpose by the Directors, otherwise a Temporary Secretary designated by the person presiding at the meeting, shall perform the duties of the Secretary. Each Assistant Secretary shall have such other powers and perform such other duties as the Directors may from time to time designate.

ARTICLE FOURTH

Provisions Relating to Capital Stock

Section 1. Shares of Capital Stock. The certificates of shares of the capital stock of the corporation shall be in such form as the Directors shall adopt. Each certificate of stock shall be

signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer, but when a certificate is countersigned by a transfer agent or a registrar, other than a Director, officer or employee of the corporation, such signatures may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Organization, the By-laws or any agreement to which the corporation is a party, shall have the restriction noted conspicuously on the certificate and shall also set forth on the face or back either the full text of the restriction or a statement of the existence of such restriction and a statement that the corporation will furnish a copy to the holder of such certificate upon written request and without charge. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. The Directors may authorize the issuance of some or all of the shares of any or all of the corporation’s classes or series without certificates. The authorization shall not affect shares already represented by certificates until they are surrendered to the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required by law to be on certificates. Each holder of stock represented by certificates and, upon request, each holder of uncertificated stock shall be entitled to a certificate or certificates representing in the aggregate the shares owned by him and certifying the number and class thereof. Any references in the Articles of Organization to the issuance of certificates shall only apply to the extent the Directors have not authorized the issuance of the subject shares (of the relevant class or series) without certificates, and any references in the Articles of Organization to the surrender of certificates shall only apply if the shares exist in certificate form.

Section 2. Transfer of Stock. The stock of the corporation shall be transferable, so as to affect the rights of the corporation, only by the transfer recorded on the books of the corporation, in person or by duly authorized attorney and , if such shares exist in certificate form, upon the surrender of the certificate or certificates properly endorsed or assigned.

Section 3. Equitable Interests Not Recognized. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person except as may be otherwise expressly provided by law.

Section 4. Lost or Destroyed Certificates. The Directors of the corporation may, subject to Massachusetts General Laws, Chapter 156B, Section 29, as amended from time to time, determine the condition upon which a new certificate of stock may be issued in place of a certificate alleged to have been lost, destroyed, or mutilated.

ARTICLE FIFTH

Stock in Other Corporations

Except as the Directors may otherwise designate, the Chief Executive Officer or Treasurer may waive notice of, and appoint any person or persons to act as proxy or attorney in fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

ARTICLE SIXTH

Inspection of Records

Books, accounts, documents and records of the corporation shall be open to inspection by any Director at all times during the usual hours of business. The original, or attested copies, of the Articles of the Organization, By-laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the corporation, or at an office of its transfer agent or of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any stockholder for any proper purpose but not to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation.

ARTICLE SEVENTH

Checks, Notes, Drafts and Other Instruments

Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the corporation may be signed by an officer or officers or person or persons authorized by the Directors to sign the same. No officer or person shall sign any such instrument as aforesaid unless authorized by the Directors to do so.

ARTICLE EIGHTH

Seal

The seal of the corporation shall be circular in form, bearing its name, the word “Massachusetts”, and the year of its incorporation. The Treasurer shall have custody of the seal and may affix it (as may any other officer if authorized by the Directors) to any instrument requiring the corporate seal.

ARTICLE NINTH

Fiscal Year

The fiscal year of the corporation shall be the year ending with the 31 ^st day of December in each year.

ARTICLE TENTH

Amendments

These By-laws may at any time be amended by vote of the stockholders, provided that notice of the substance of the proposed amendment is stated in the notice of the meeting. If authorized by the Articles of Organization, the Directors may also make, amend, or repeal these By-laws in whole or in part, except with respect to any provision thereof which by law, the Articles of Organization, or these By-laws requires action by the stockholders. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any By-law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-laws. Any By-law adopted by the Directors may be amended or repealed by the stockholders.

Exhibit 31.1

CERTIFICATION OF THE CO-CHIEF EXECUTIVE OFFICER OF THE COMPANY
PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

I, Barry R. Sloane, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Century Bancorp, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and;

(d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors;

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involve management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2007


	/s/ Barry R. Sloane
	Barry R. Sloane Co-President & Co-Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF THE CO-CHIEF EXECUTIVE OFFICER OF THE COMPANY
PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

I, Jonathan G. Sloane, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Century Bancorp, Inc.;

(b) any fraud, whether or not material, that involve management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2007


	/s/ Jonathan G. Sloane
	Jonathan G. Sloane Co-President & Co-Chief Executive Officer

Exhibit 31.3

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF THE COMPANY
PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

I, William P. Hornby, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Century Bancorp, Inc.;

(b) any fraud, whether or not material, that involve management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2007


	/s/ William P. Hornby
	William P. Hornby, CPA Treasurer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Century Bancorp, Inc. (the “Company”) for the quarter ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	(3)		A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


	/s/ Barry R. Sloane
	Barry R. Sloane Co-President & Co-Chief Executive Officer Date: November 8, 2007

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	(3)		A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


	/s/ Jonathan G. Sloane
	Jonathan G. Sloane Co-President & Co-Chief Executive Officer Date: November 8, 2007

Exhibit 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	(3)		A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


	/s/ William P. Hornby
	William P. Hornby, CPA Treasurer (Chief Financial Officer) Date: November 8, 2007

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