Century Bancorp (CNBKA) 10-Q 2005 Q2 Quarterly report

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 endedJune 30, 2005.

or

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

For the transition period from ___________.

Commission file number0-15752

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 Yeso No

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

þ Yeso No

As of July 31, 2005, the Registrant had outstanding:

Class A Common Stock, $1.00 par value	3,435,677 Shares
Class B Common Stock, $1.00 par value	2,099,640 Shares

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Century Bancorp, Inc.

Index

		Page
		Number
Part I	Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets: June 30, 2005 and December 31, 2004	3
	Consolidated Statements of Income: Three (3) and Six (6) months ended June 30, 2005 and 2004	4
	Consolidated Statements of Changes in Stockholders’ Equity: Six (6) months ended June 30, 2005 and 2004	5
	Consolidated Statements of Cash Flows: Six (6) months ended June 30, 2005 and 2004	6
	Notes to Consolidated Financial Statements	7-11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11-20
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	20
Item 4.	Controls and Procedures	20
Part II.	Other Information
	Item 1 through Item 6	21
Signatures		22
Exhibits
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

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PART I -

Item 1

Century Bancorp, Inc. — Consolidated Balance Sheets (unaudited)

	June 30,			December 31,
(000’s, except share data)	2005			2004
Assets
Cash and due from banks	$	41,519		$	36,209
Federal funds sold and interest-bearing deposits in other banks		10,568			202,026
Total cash and cash equivalents		52,087			238,235
Securities available-for-sale, amortized cost $584,624 and $614,729, respectively		577,147			609,806
Securities held-to-maturity, market value $300,137 and $343,399, respectively		303,918			345,369
Loans, net:
Commercial & industrial		90,907			71,962
Construction & land development		59,198			51,918
Commercial real estate		282,388			258,524
Residential real estate		132,753			118,223
Consumer & other		10,105			9,419
Home equity		80,022			69,957
Total loans, net		655,373			580,003
Less: allowance for loan losses		9,445			9,001
Net loans		645,928			571,002
Bank premises and equipment		26,462			26,265
Accrued interest receivable		6,802			6,800
Goodwill		2,714			2,714
Core deposit intangible		2,641			2,834
Other assets		34,688			30,676
Total assets	$	1,652,387		$	1,833,701
Liabilities
Deposits:
Demand deposits	$	271,620		$	280,871
Savings and NOW deposits		312,076			268,317
Money market accounts		371,714			485,006
Time deposits		277,810			359,816
Total deposits		1,233,220			1,394,010
Securities sold under agreements to repurchase		32,270			38,650
Federal Home Loan Bank (FHLB) borrowings and other borrowed funds		228,585			214,906
Other liabilities		15,829			15,640
Subordinated debentures		36,083			65,722
Total liabilities		1,545,987			1,728,928
Commitments and contingencies
Stockholders’ equity
Class A common stock, $1.00 par value per share; authorized 10,000,000 shares; issued 3,819,277 shares and 3,818,048 shares, respectively		3,820			3,818
Class B common stock, $1.00 par value per share; authorized 5,000,000 shares; issued 2,147,190 shares and 2,147,190 shares, respectively		2,147			2,147
Additional paid-in capital		11,413			11,395
Retained earnings		101,161			98,161
Treasury stock, Class A, 383,600 shares, each period, at cost		(5,941	)		(5,941	)
Treasury stock, Class B, 47,550 shares, each period, at cost		(41	)		(41	)
		112,559			109,539
Accumulated other comprehensive loss, net of taxes		(6,159	)		(4,766	)
Total stockholders’ equity		106,400			104,773
Total liabilities and stockholders’ equity	$	1,652,387		$	1,833,701

See accompanying Notes to unaudited Consolidated Financial Statements.

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Century Bancorp, Inc. — Consolidated Statements of Income (unaudited)

	Three months ended June 30,				Six months ended June 30,
(000’s except share data)	2005		2004		2005		2004
Interest income
Loans	$	10,086	$	8,122	$	19,284	$	16,204
Securities held-to-maturity		2,988		3,225		6,184		5,507
Securities available-for-sale		4,999		4,684		9,934		9,960
Federal funds sold and interest-bearing deposits in other banks		9		71		332		393
Total interest income		18,082		16,102		35,734		32,064
Interest expense
Savings and NOW deposits		933		588		1,648		1,125
Money market accounts		1,769		1,174		3,480		2,424
Time deposits		1,938		1,423		3,995		3,402
Securities sold under agreements to repurchase		130		73		230		151
FHLB borrowings, other borrowed funds and long term debt		2,957		2,244		5,477		4,405
Total interest expense		7,727		5,502		14,830		11,507
Net interest income		10,355		10,600		20,904		20,557
Provision for loan losses		150		0		300		0
Net interest income after provision for loan losses		10,205		10,600		20,604		20,557
Other operating income
Service charges on deposit accounts		1,537		1,351		2,965		2,614
Lockbox fees		786		847		1,495		1,582
Brokerage commissions		139		186		292		352
Net gains on sales of securities		0		17		0		121
Other income		457		344		832		829
Total other operating income		2,919		2,745		5,584		5,498
Operating expenses
Salaries and employee benefits		5,951		5,917		12,054		11,555
Occupancy		943		748		1,929		1,540
Equipment		714		595		1,496		1,153
Other		2,508		2,300		4,671		4,376
Total operating expenses		10,116		9,560		20,150		18,624
Income before income taxes		3,008		3,785		6,038		7,431
Provision for income taxes		973		1,382		1,961		2,710
Total income tax expense		973		1,382		1,961		2,710
Net income	$	2,035	$	2,403	$	4,077	$	4,721
Share data:
Weighted average number of shares outstanding, basic		5,529,704		5,525,665		5,529,373		5,525,164
Weighted average number of shares outstanding, diluted		5,535,018		5,553,500		5,536,652		5,556,034
Net income per share, basic	$	0.37	$	0.44	$	0.74	$	0.85
Net income per share, diluted	$	0.37	$	0.43	$	0.74	$	0.85
Cash dividends paid:
Class A common stock	$	0.1200	$	0.1200	$	0.2400	$	0.2400
Class B common stock	$	0.0600	$	0.0600	$	0.1200	$	0.1200

See accompanying Notes to unaudited Consolidated Financial Statements.

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Century Bancorp, Inc. — Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

	Class A		Class B			Additional					Treasury			Treasury			Other			Total
	Common		Common			Paid-In		Retained			Stock			Stock			Comprehensive			Stockholders’
	Stock		Stock			Capital		Earnings			Class A			Class B			Income (Loss)			Equity
	(000’s)
2004
Balance at December 31, 2003	$	3,793	$	2,163		$	11,227	$	91,427			($5,941	)		($41	)	$	1,100		$	103,728
Net income		—		—			—		4,721			—			—			—			4,721
Other comprehensive income, net of tax:
Unrealized holding losses arising during period		—		—			—		—			—			—			(6,697	)		(6,697	)
less: reclassification adjustment for gains included in net income		—		—			—		—			—			—			(70	)		(70	)
Minimum pension liability adjustment		—		—			—		—			—			—			(688	)		(688	)
Comprehensive income																					(2,734	)
Conversion of Class B common stock to Class A common stock, 15,360 shares		15		(15	)		—		—			—			—			—			—
Stock Options Exercised, 2,000 shares		2		—			40		—			—			—			—			42
Cash dividends paid, Class A common stock, $.24 per share		—		—			—		(819	)		—			—			—			(819	)
Cash dividends paid, Class B common stock, $.12 per share		—		—			—		(254	)		—			—			—			(254	)
Balance at June 30, 2004	$	3,810	$	2,148		$	11,267	$	95,075		($	5,941	)	($	41	)	($	6,355	)	$	99,963
2005
Balance at December 31, 2004	$	3,818	$	2,147		$	11,395	$	98,161		($	5,941	)	($	41	)	($	4,766	)	$	104,773
Net income		—		—			—		4,077			—			—			—			4,077
Other comprehensive income, net of tax:
Unrealized holding losses arising during period		—		—			—		—			—			—			(1,556	)		(1,556	)
less: reclassification adjustment for gains included in net income		—		—			—		—			—			—			—			0
Minimum pension liability adjustment		—		—			—		—			—			—			163			163
Comprehensive income																					2,684
Stock Options Exercised, 1,229 shares		2		—			18		—			—			—			—			20
Cash dividends paid, Class A common stock, $.24 per share		—		—			—		(824	)		—			—			—			(824	)
Cash dividends paid, Class B common stock, $.12 per share		—		—			—		(253	)		—			—			—			(253	)
Balance at June 30, 2005	$	3,820	$	2,147		$	11,413	$	101,161		($	5,941	)	($	41	)	($	6,159	)	$	106,400

See accompanying Notes to unaudited Consolidated Financial Statements.

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

	Six months ended
	June 30,
	2005			2004
	(000’s)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,077		$	4,721
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		300			—
Deferred income taxes		(93	)		(155	)
Net depreciation and amortization		1,534			966
(Increase) decrease in accrued interest receivable		(2	)		1,105
Increase in other assets		(2,588	)		(2,236	)
Gain on sale of securities available-for-sale		—			(121	)
Increase (decrease) in other liabilities		495			659
Net cash provided by operating activities		3,723			4,939
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities available-for-sale		141,823			268,971
Proceeds from sales of securities available-for-sale		—			45,251
Purchase of securities available-for-sale		(111,678	)		(163,062	)
Proceeds from maturities of securities held-to-maturity		43,549			28,193
Purchase of securities held-to-maturity		(2,022	)		(189,369	)
Decrease in payable for investments purchased		—			(29,330	)
Net increase in loans		(75,694	)		(34,755	)
Capital expenditures		(1,662	)		(3,239	)
Net cash used in investing activities		(5,684	)		(77,340	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in time deposits		(82,006	)		(157,599	)
Net (decrease) increase in demand, savings, money market and NOW deposits		(78,784	)		65,081
Net proceeds from the exercise of stock options		20			42
Cash dividends		(1,077	)		(1,073	)
Net decrease in securities sold under agreements to repurchase		(6,380	)		(4,360	)
Net increase in FHLB borrowings and other borrowed funds		13,679			13,429
Decrease in subordinated debentures		(29,639	)		—
Net cash used in financing activities		(184,187	)		(84,480	)
Net decrease in cash and cash equivalents		(186,148	)		(156,881	)
Cash and cash equivalents at beginning of period		238,235			225,321
Cash and cash equivalents at end of period	$	52,087		$	68,440
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	15,123		$	11,644
Income taxes		1,941			2,670
Change in unrealized gains on securities available-for-sale, net of taxes	($	1,556	)	($	6,767	)

See accompanying Notes to unaudited Consolidated Financial Statements.

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Century Bancorp, Inc.

Notes to Consolidated Financial Statements (unaudited)

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), Century Subsidiary Investments, Inc. III (CSII III) and Century Financial Services, Inc. (CSFI). CSII, CSII II, CSII III are engaged in buying, selling and holding investment securities. CSFI has the power to engage in financial agency, securities brokerage and investment and financial advisory services and related securities credit services. The Company also owns 100% of Century Bancorp Capital Trust II (CBCT II). This entity is an unconsolidated subsidiary of the Company. Also, certain reclassifications were made to prior year amounts to conform with the current year presentation.

The Company provides a full range of banking services to individual, business, not-for-profit, and municipal customers in Massachusetts. As a bank holding company, the Company is subject to the regulation and supervision of the Board of Governors of the Federal Reserve System (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 types and amounts of loans that may be made and the interest that may be charged thereon, and limitations on 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 for financial reporting purposes.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present a fair statement of the results for the interim period presented of the Company and its wholly-owned subsidiary, the Bank. The results of operations for the interim period ended June 30, 2005, are not necessarily indicative of results for the entire year. All significant intercompany accounts and transactions have been eliminated in consolidation. These statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

The 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.

A material estimate that is susceptible to change in the near-term is to the allowance for losses on loans. Management believes that the allowance for losses on loans is

Page 7 of 22

adequate based on independent appraisals of collateral and management’s review of other factors associated with the assets. While management uses available information to recognize losses on loans, future additions to the allowance for loans may be necessary based on changes in economic conditions. Regulatory agencies periodically review the Company’s allowance for losses on loans. Such agencies may require the Company to recognize additions to the allowance for loans based on their judgments about information available to them at the time of their examination.

Summary of Critical Accounting Policies

Accounting policies involving significant judgments and assumptions by management, which had, or could have in the future, a material impact on the carrying value of certain assets and impact income, are considered critical accounting policies. The Company considers the following to be its critical accounting policies: allowance for loan losses and impairment of investment securities. There have been no significant changes since December 31, 2004 in the methods or assumptions used in the accounting policies that require material estimates and assumptions.

     Allowance for Loan Losses

Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. Management maintains an allowance for credit losses to absorb losses inherent in the loan portfolio. The allowance is based on assessments of the probable estimated losses inherent in the loan portfolio. Management’s methodology for assessing the appropriateness of the allowance consists of several key elements, which include the formula allowance, specific allowances for identified problem loans and the unallocated allowance.

The formula allowance is calculated by applying loss factors to outstanding loans, in each case based on the internal risk grade of such loans. Changes in risk grades affect the amount of the formula allowance. Risk grades are determined by reviewing current collateral value, financial information, cash flow, payment history and other relevant facts surrounding the particular credit. Provisions for losses on the remaining commercial and commercial real estate loans are based on pools of similar loans using a combination of historical loss experience and qualitative adjustments. For the residential real estate and consumer loan portfolios, the reserves are calculated by applying historical charge-off and recovery experience and qualitative adjustments to the current outstanding balance in each loan category. Loss factors are based on the Company’s historical loss experience as well as regulatory guidelines.

Specific allowances are established in cases where management has identified significant conditions related to a credit and management believes that there is the probability that a loss has been incurred in excess of the amount determined by the application of the formula allowance.

The unallocated allowance recognizes the model and estimated risk associated with the formula allowance and specific allowances as well as management’s evaluation of various conditions, including the business and economic conditions, delinquency trends, charge-off experience and other asset quality factors, the effects of which are not directly measured in the determination of the formula and specific allowances. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits.

Management believes that the allowance for loan losses is adequate. Various regulatory agencies, as part of the examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

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Impaired Investment Securities

If a material decline in fair value below the amortized cost basis of an investment security is judged to be “other than temporary,” the cost basis of the investment is written down to fair value. The amount of the write-down is included as a charge to earnings. An “other than temporary” impairment exists for debt securities if it is probable that the Company will be unable to collect all amounts due according to contractual terms of the security. Some factors considered for “other than temporary” impairment related to a debt security include an analysis of yield which results in a decrease in expected cash flows, whether an unrealized loss is issuer specific, whether the issuer has defaulted on scheduled interest and principal payments, whether the issuer’s current financial condition hinders its ability to make future scheduled interest and principal payments on a timely basis or whether there was a downgrade in ratings by rating agencies.

     Stock Option Accounting

The Company currently accounts for employee stock options using the intrinsic value method. Under the intrinsic value method, no compensation cost is recognized related to options if the exercise price of the option is greater than or equal to the fair market value of the underlying stock on the date of grant. Under an alternative method, the fair value method, the “fair value” of the option at the grant date is estimated using an option valuation model and recognized as compensation expense over the vesting period of the option. The Company generally awards stock options annually.

Had compensation cost for the Company’s stock option plans been determined based on the fair value at the grant date, the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

	Three Months Ended June 30,				Six Months Ended June 30,
	2005		2004		2005		2004
	(Dollars in Thousands)				(Dollars in Thousands)
Net income
As reported	$	2,035		2,403	$	4,077		4,721
Less: Pro forma stock based Compensation (net of tax)		41		35		81		71
Pro forma net income		1,994		2,368		3,996		4,650
Basic income per share
As reported		0.37		0.44		0.74		0.85
Pro forma		0.36		0.43		0.72		0.84
Diluted income per share
As reported		0.37		0.43		0.74		0.85
Pro forma		0.36		0.43		0.72		0.84

In determining the pro forma amounts, the fair value of each option grant was estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2004			2003
Dividend yields		1.59	%		1.69	%
Expected life	9 years			8 years
Expected volatility		28	%		22	%
Risk-free interest rate		3.95	%		3.78	%

There were no options granted during the six months of 2005.

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     Employee Benefits

The Company has a qualified Defined Benefit Pension Plan (the “Plan”) which is offered to all employees reaching minimum age and service requirements. The Company also has a Supplemental Insurance/Retirement Plan (the “Supplemental Plan”), which is limited to certain officers and employees of the Company.

Components of Net Periodic Benefit Cost for the Three Month Period Ending June 30,

					Supplemental Insurance/
	Pension Benefits				Retirement Plan
	2005		2004		2005		2004
	(Dollars in Thousands)
Service Cost	$	346	$	358	$	64	$	6
Interest		458		434		372		434
Expected Return on Plan Assets		-428		-298		0		0
Recognized Prior Service Cost		-10		-2		32		32
Recognized Net Actuarial Losses		94		110		26		88
Net Periodic Benefit Cost	$	460	$	602	$	494	$	560

Contributions

The Company previously disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $1,232,000 to its pension plan in 2005. As of June 30, 2005, $616,000 of the contribution had been made.

Recent Accounting Developments

FASB emerging Issues Task Force (“EITF”) Issue 03-1: “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” In November 2003 and March 2004, the FASB’s EITF issued a consensus on EITF Issue 03-1. EITF 03-1 contains new guidance on other-than-temporary impairments of investment securities. The guidance dictates when impairment is deemed to exist, provides guidance on determining if impairment is other than temporary, and dictates how to calculate impairment loss. Issue 03-1 also details expanded annual disclosure rules. In September 2004, the FASB issued FSP EITF issue No. 03-1-1 “Effective Date of Paragraphs 10-20 of EITF Issue 03-1The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”,which delays the effective date for the measurement and recognition guidance contained in paragraphs 10-20 of EITF 03-1 to be concurrent with the final issuance of FSP EITF 03-1-a “Implementation Guidance for the Application of Paragraph 16 of EITF 03-1The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”.

On June 29, 2005, the FASB met and decided not to provide additional guidance on the meaning of other-than-temporary impairment. The FASB will issue the proposed FSP EITF 03-1-a as final and the final FSP will supercede EITF Issue No. 03-1 and EITF Topic No. D-44, “Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value”, and will replace guidance set forth in paragraphs 10-18 of EITF Issue No. 03-1 with references to existing other-than-temporary impairment guidance. When issued, the final FSP will be titled, “FSP FAS 115-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The new FSP will be effective for other-than-temporary

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impairment analysis conducted in periods beginning after September 15, 2005. The adoption of the original EITF 03-1 (excluding paragraphs 10-20) did not have a material impact on the Company’s financial position or results of operations nor does the Company believe that the adoption of FSP FAS 115-1 will have a material impact on the Company’s financial position.

In December 2004, the FASB issued a revised Statement No. 123, (revised 2004) (SFAS No. 123R), “Share-Based Payment.” This Statement replaces SFAS No. 123,Accounting for Stock-Based Compensation,and supercedes APB Opinion No. 25,Accounting for Stock Issued to Employees,and its related implementation guidance. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). This Statement is effective as of the beginning of the first annual reporting period that begins after June 15, 2005.

Item 2Management’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 and Section 21E of the Securities Exchange Act of 1934. 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, 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 holding company headquartered in Medford,

Page 11 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Massachusetts. The Company is a Massachusetts corporation formed in 1972 and has one banking subsidiary, Century Bank and Trust Company, a Massachusetts state chartered trust company formed in 1969 (the “Bank”). The Company had total assets of approximately $1.7 billion on June 30, 2005. The Company presently operates 23 banking offices in 16 cities and towns in Massachusetts ranging from Braintree, south of Boston, to Peabody, north of Boston. 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 throughout Massachusetts.

The Company offers a wide range of services to commercial enterprises, state and local governments and agencies, not-for-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, consumer loans, and accepts savings, time, and demand deposits. In addition, the Company offers to its corporate 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 subsidiary, Century Financial Services, Inc. in conjunction with Commonwealth Equity Services, Inc., a full service securities brokerage business. The Company is also a provider of financial services including cash management, transaction processing, short term financing and intermediate term leasing to municipalities in Massachusetts and Rhode Island. The Company has deposit relationships with approximately 30% of the 351 cities and towns in Massachusetts.

During February 2003 the Company began construction of an addition to its corporate headquarters building. The property is located adjacent to its headquarters in Medford, Massachusetts and provides additional corporate office space and an expanded branch banking floor. The building was substantially completed during the fourth quarter of 2004 and $14.5 million has been expended in connection with this expansion. The capital expenditure has provided a five story addition containing approximately 50 thousand square feet of office and branch space. Occupancy and equipment costs have increased by approximately $514 thousand for the first six months of 2005 as a result of the addition.

Earnings for the second quarter ended June 30, 2005 were $2.0 million, a decrease of $0.4 million when compared with the second quarter 2004 earnings of $2.4 million. Diluted earnings per share for the second quarter 2005 were $0.37 versus $0.43 for the second quarter of 2004. Earnings were negatively impacted by a decrease in net interest income as well as costs associated with the Company’s new addition to its corporate headquarters building and the addition of a lockbox image system. Earnings for the first six months of 2005 totaled $4.1 million, compared to $4.7 million for the same period a year ago. Diluted earnings per share for the first six months of 2005 were $0.74 versus $0.85 for the same period a year ago. The decrease was mainly attributable to an increase in salaries expense as well as costs associated with the Company’s new addition to its corporate headquarters building and the addition of a lockbox image system.

Page 12 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Financial Condition

Loans

On June 30, 2005, total loans outstanding, net of unearned discount, were $655.4 million, an increase of 13.0% from the total on December 31, 2004. At June 30, 2005, commercial real estate loans accounted for 43.1% and residential real estate loans, including home equity credit lines, accounted for 32.5% of total loans. Commercial and industrial loans increased to $90.9 million from $72.0 million on December 31, 2004. Construction loans increased to $59.2 million at June 30, 2005 from $51.9 million on December 31, 2004.

The primary reason for the increase in loans across all of the business lines is due, in large part, to the hiring of additional officers as well as a more streamlined process for origination of small business loans.

Allowance for Loan Losses

The allowance for loan losses was 1.44% of total loans on June 30, 2005 compared with 1.55% on December 31, 2004. Net recoveries for the six-month period ended June 30, 2005 were $144 thousand compared with net charge-offs of $68 thousand for the same period in 2004. Additional provisions have been made due to growth in the loan portfolio. At the current time, management believes that the allowance for loan losses is adequate.

Nonperforming Assets

	June 30, 2005			December 31, 2004
	(Dollars in Thousands)
Nonaccruing loans	$	646		$	628
Nonperforming assets	$	1,128		$	628
Loans past due 90 days or more and still accruing	$	100		$	160
Nonaccruing loans as a percentage of total loans		.10	%		.11	%

Cash and Cash Equivalents

Cash and cash equivalents decreased mainly as a result of decreases in cyclical money market accounts and 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 through loan originations, loan purchases or investment acquisitions while funding this growth through a mix of retail deposits, FHLB advances, and retail repurchase agreements.

Page 13 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

	June 30, 2005		December 31, 2004
	(Dollars in Thousands)
Securities Available-for-Sale
U.S. Government and Agencies	$	306,748	$	380,869
Other Bonds and Equity Securities		20,947		43,180
Mortgage-backed Securities		249,452		185,757
Total Securities Available-for-Sale	$	577,147	$	609,806
Securities Held-to-Maturity
U.S. Government and Agencies	$	159,942	$	186,324
Mortgage-backed Securities		143,976		159,045
Total Securities Held-to-Maturity	$	303,918	$	345,369

Securities Available-for-Sale

The securities available-for-sale portfolio totaled $577.1 million at June 30, 2005, a decrease of 5.4% from December 31, 2004. The portfolio decreased mainly because of contraction in the balance sheet. The mix of mortgage-backed securities increased mainly as a result of an initiative to increase the yield on the available-for-sale portfolio and further diversify the portfolio. The contraction is explained within the Deposits and Borrowed Funds section of Management’s Discussion and Analysis of Financial Condition and Results of Operation. The portfolio is concentrated in United States Government and Agency securities and has an estimated weighted average remaining life of 2.7 years.

Securities Held-to-Maturity

The securities held-to-maturity portfolio totaled $303.9 million on June 30, 2005, a decrease of 12.0% from the total on December 31, 2004. The portfolio decreased mainly because of a contraction in the balance sheet. The contraction is explained within the Deposits and Borrowed Funds section of Management’s Discussion and Analysis of Financial Condition and Results of Operation. The portfolio is concentrated in United States Government Agency Collateralized Mortgage Obligations and has an estimated weighted average remaining life of 3.2 years.

Other Assets

Other Assets increased by $4.0 million or 13.1%. Other Assets increased mainly because of an increase in deferred tax assets associated with the increase in unrealized available-for-sale losses.

Deposits and Borrowed Funds

On June 30, 2005, deposits totaled $1.2 billion, representing an 11.5% decrease in total deposits from December 31, 2004. Total deposits decreased primarily as a result of

Page 14 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

decreases in money market accounts and time deposits. Money market accounts decreased mainly because of an outflow of cyclical corporate and municipal deposits.

Time deposits decreased because of a relatively higher rate paid on maturing deposits compared to current offering rates. Borrowed funds totaled $260.9 million compared to $253.6 million at December 31, 2004. Borrowed funds increased primarily from funding requirements from the increase in loan originations.

Subordinated Debentures

Subordinated debentures decreased by $29.6 million because of a previously announced redemption of 8.30% Trust Preferred Securities on January 10, 2005.

Results of Operations

Net Interest Income

For the three-month period ended June 30, 2005, net interest income totaled $10.4 million, a decrease of 2.3% from the comparable period in 2004. The decrease in net interest income for the three-month period is mainly due to a 16 basis point decrease in the net interest margin which was partially offset by $52 million or 3.5% increase in average earning assets. For the six-month period ended June 30, 2005, net interest income totaled $20.9 million, an increase of 1.7% from the comparable period in 2004. The increase in net interest income for the six-month period is mainly due to a $56 million or 3.7% increase in average earning assets, which was partially offset by a decrease of 5 basis points in the net interest margin.

The net yield on average earning assets on a fully taxable equivalent basis decreased to 2.67% for the first six months of 2005 from 2.72% during the same period in 2004. The Company believes that the net interest margin will continue to be challenged as rates rise. This is mainly the result of deposit and borrowing pricing that has the potential to increase at a faster rate than corresponding asset categories.

Page 15 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

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
	June 30, 2005								June 30, 2004
	Average			Interest		Rate			Average			Interest		Rate
	Balance			Income/		Earned/			Balance			Income/		Earned/
				Expense(1)		Paid						Expense(1)		Paid
						(dollars in thousands)
Assets
Interest-earning assets:
Loans (2)	$	637,851		$	10,086		6.34	%	$	538,310		$	8,122		6.06	%
Securities available-for-sale		590,190			4,999		3.39	%		587,458			4,684		3.19	%
Securities held-to-maturity		318,505			2,988		3.75	%		339,622			3,225		3.80	%
Temporary funds		1,302			9		2.76	%		30,319			71		.94	%
Interest bearing deposits in other banks		46			0		.36	%		75			0		.16	%
Total interest earning Assets	$	1,547,894		$	18,082		4.68	%	$	1,495,784		$	16,102		4.32	%
Non interest-earning assets		117,074								117,915
Allowance for loan losses		(9,252	)							(8,675	)
Total assets	$	1,655,716							$	1,605,024
Liabilities and Stockholders’ Equity
Interest bearing deposits:
NOW account	$	257,581		$	859		1.35	%	$	270,541		$	512		0.77	%
Savings accounts		78,816			74		0.38	%		80,765			76		0.38	%
Money market accounts		370,332			1,769		1.94	%		419,569			1,174		1.13	%
Time deposits		246,092			1,938		3.19	%		204,551			1,423		2.82	%
Total interest-bearing Deposits		952,821			4,640		1.97	%		975,426			3,185		1.32	%
Securities sold under Agreements to Repurchase		33,476			130		1.56	%		38,307			73		0.77	%
Other borrowed funds and Subordinated debentures		265,414			2,957		4.47	%		199,816			2,244		4.53	%
Total interest-bearing Liabilities		1,251,711			7,727		2.48	%		1,213,549			5,502		1.82	%
Non interest-bearing Liabilities
Demand deposits		282,998								274,613
Other liabilities		16,417								15,687
Total liabilities		1,551,126								1,503,849
Stockholders’ equity		104,590								101,175
Total liabilities & Stockholders Equity	$	1,655,716							$	1,605,024
Net interest income				$	10,355							$	10,600
Net interest spread							2.20	%							2.50	%
Net yield on earning Assets							2.68	%							2.84	%

(1)	On a fully taxable equivalent basis calculated using a tax rate of 41.825%.
(2)	Nonaccrual loans are included in average amounts outstanding.

Page 16 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (Con’t).

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 six-month periods indicated.

				Six Months Ended
	June 30, 2005								June 30, 2004
	Average			Interest		Rate			Average			Interest		Rate
	Balance			Income/		Earned/			Balance			Income/		Earned/
				Expense(1)		Paid						Expense(1)		Paid
						(dollars in thousands)
Assets
Interest-earning assets:
Loans (2)	$	614,742		$	19,284		6.32	%	$	527,029		$	16,204		6.20	%
Securities available -for-sale		593,086			9,934		3.35	%		610,957			9,960		3.26	%
Securities held -to -maturity		328,643			6,184		3.76	%		281,095			5,507		3.92	%
Temporary funds		30,365			332		2.19	%		91,459			393		0.86	%
Interest bearing deposits in other banks		46			0		.62	%		68			0		0.25	%
Total interest earning Assets	$	1,566,882		$	35,734		4.58	%	$	1,510,609		$	32,064		4.25	%
Non interest-earning assets		118,189								122,293
Allowance for loan losses		(9,176	)							(8,758	)
Total assets	$	1,675,895							$	1,624,144
Liabilities and Stockholders’ Equity
Interest bearing deposits:
NOW account	$	253,300		$	1,503		1.20	%	$	254,047		$	969		0.77	%
Savings accounts		77,611			145		0.38	%		81,028			156		0.39	%
Money market accounts		398,166			3,480		1.76	%		419,745			2,424		1.16	%
Time deposits		265,699			3,995		3.03	%		246,848			3,402		2.78	%
Total interest-bearing Deposits		994,776			9,123		1.85	%		1,001,668			6,951		1.40	%
Securities sold under Agreements to Repurchase		36,004			230		1.29	%		39,496			151		0.77	%
Other borrowed funds and Subordinated debentures		239,540			5,477		4.61	%		187,686			4,405		4.73	%
Total interest-bearing Liabilities		1,270,320			14,830		2.35	%		1,228,850			11,507		1.89	%
Non interest-bearing Liabilities
Demand deposits		284,738								276,275
Other liabilities		16,364								15,959
Total liabilities		1,571,422								1,521,084
Stockholders’ equity		104,473								103,060
Total liabilities & Stockholders Equity	$	1,675,895							$	1,624,144
Net interest income				$	20,904							$	20,557
Net interest spread							2.23	%							2.36	%
Net yield on earning Assets							2.67	%							2.72	%

(1)	On a fully taxable equivalent basis calculated using a tax rate of 41.825%.
(2)	Nonaccrual loans are included in average amounts outstanding.

Page 17 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

	Three Months Ended June 30, 2005									Six Months Ended June 30, 2005
	Compared with												Compared with
	Three Months Ended June 30, 2004									Six Months Ended June 30, 2004
	Increase/(Decrease)									Increase/(Decrease)
	Due to Change in									Due to Change in
							Income									Income
							Increase									Increase
	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)
							(dollars in thousands)
Interest Income:
Loans	$	1,559		$	405			1,964		$	2,746		$	334			3,080
Securities available-for-sale		22			293			315			(295	)		269			(26	)
Securities held-to-maturity		(198	)		(39	)		(237	)		902			(225	)		677
Temporary funds		(112	)		50			(62	)		(385	)		324			(61	)
Total interest income		1,271			709			1,980			2,968			702			3,670
Interest expense:
Deposits:
NOW accounts		(26	)		373			347			(3	)		537			534
Savings accounts		(2	)		0			(2	)		(6	)		(5	)		(11	)
Money market accounts		(152	)		747			595			(130	)		1,186			1,056
Time deposits		312			203			515			271			322			593
Total interest-bearing deposits		132			1,323			1,455			132			2,040			2,172
Securities sold under agreements to repurchase		(10	)		67			57			(14	)		94			79
Other borrowed funds and Long term debt		731			(18	)		713			1,188			(115	)		1,072
Total interest expense		853			1,372			2,225			1,306			2,018			3,323
Change in net interest inc		418			(663	)		(245	)		1,662			(1,316	)		347

Page 18 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Provision for Loan Losses

For the six-month period ended June 30, 2005, the loan loss provision was $300 thousand compared to a provision of $0 for the same period last year. Loan loss provision increased mainly because of growth in the loan portfolio. The Company’s loan loss allowance as a percentage of total loans outstanding has decreased from 1.55% at December 31, 2004 to 1.44% at June 30, 2005.

Non-Interest Income and Expense

For the six-month period ended June 30, 2005, the loan loss provision was $300 thousand compared to a provision of $0 for the same period last year. Loan loss provision increased mainly because of growth in the loan portfolio. The Company’s loan loss allowance as a percentage of total loans outstanding has decreased from 1.55% at December 31, 2004 to 1.44% at June 30, 2005.

Non-Interest Income and Expense

Other operating income for the quarter ended June 30, 2005 was $2.9 million compared to $2.7 million for the second quarter of 2004. The increase was mainly attributable to an increase of $186 thousand in service charges on deposit accounts. Also, insurance gains increased by $120 thousand, lockbox fees decreased by $61 thousand and brokerage commissions decreased by $47 thousand.

Other operating income for the six-month period ended June 30, 2005 was $5.6 million compared to $5.5 million for the same period last year. Service charges on deposit accounts increased by $351 thousand, this was mostly offset by a decrease of $121 thousand on net gains on sales of securities, an $87 thousand decrease in lockbox fees, and a $60 thousand decrease from brokerage commissions. Service charges on deposit accounts increased mainly because of an increase in overdraft fees associated with a new overdraft fee protection program. The decrease in lockbox fees was mainly attributable to competitive pricing pressures. The decrease in brokerage commissions was primarily the result of decreased transaction volume.

During the quarter ended June 30, 2005, operating expenses increased by $556 thousand or 5.8% to $10.1 million, from the same period last year. The increase in operating expenses was mainly attributable to an increase of $208 thousand in other expenses, $195 thousand in equipment expense and $119 thousand in occupancy expense. Equipment expense increased mainly as a result of depreciation and service contract costs associated with the addition of lockbox image systems, as well as depreciation associated with the addition to the corporate headquarters. Occupancy expense increased mainly because of depreciation and real estate taxes associated with the addition to the corporate headquarters. Other expenses increased mainly as a result of increases in consulting costs associated with the BlackRock contract. There will be no additional expenses associated with this contract for the remainder of 2005.

For the six-month period ended June 30, 2005 operating expenses increased by $1.5 million to 20.2 million. The increase in operating expenses was mainly attributable to an increase of $499 thousand in salaries and employee benefits, $389 thousand in occupancy expense, $343 thousand in equipment expense and $295 thousand in other expenses. Salaries and employee benefits increased as a result of an increase in staff levels and merit increases. Equipment expense increased mainly as a result of depreciation and service contract costs associated with the addition of lockbox image systems, as well as depreciation associated with the addition to the corporate headquarters. Occupancy expense increased mainly because of depreciation and real estate taxes associated with the addition to the corporate headquarters. Other expenses increased mainly as a result of increases in consulting costs associated with the BlackRock contract. There will be no additional expenses associated with this contract for the remainder of 2005.

Page 19 of 22

Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Income Taxes

For the second quarter of 2005, the Company’s income tax expense totaled $1.0 million on pretax income of $3.0 million for an effective tax rate of 32.3%. For last year’s corresponding quarter, the Company’s income tax expense totaled $1.4 million on pretax income of $3.8 million for an effective tax rate of 36.5%. For the six-month period ended June 30, 2005 the Company’s income taxes totaled $2.0 million on pretax income of $6.0 million for an effective tax rate of 32.5%. For last year’s corresponding period, the Company’s income tax expense totaled $2.7 million on pretax income of $7.4 million for an effective tax rate of 36.5%. The income tax rate decreased for the current quarter and current six-month period mainly because of a decrease in taxable income which lowers the tax rate at certain thresholds. Also, non-taxable income (insurance gains) was at a higher percentage of pretax income compared to last year.

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 2004 Annual Report on Form 10-K. The information is contained 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 principal executive officer and principal financial officer have evaluated the disclosure controls and procedures as of the end of the period covered by the quarterly report. Based on this evaluation, the Company has concluded that the 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 Management (including the principal executive officer and the principal financial officer) and is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. In addition, the Company has reviewed its internal controls and there have been no significant changes in its internal controls over financial reporting or in other factors that could significantly affect those controls subsequent to the date of its last evaluation during the second quarter of 2005.

Page 20 of 22

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 2	Unregistered Sales of Equity Securities and Use of Proceeds — Not applicable
Item 3	Defaults upon senior securities — Not applicable
Item 4	The Company’s Annual Stockholders’ Meeting was held on April 12, 2005. There were three items of business before the annual shareholder meeting: (1) The number of Directors for 2005 be fixed at 25; (2) Elect a Board of 15 Directors to serve for the ensuing year and until a successor is chosen and qualified; (3) To approve the selection, by the Board of Directors, of KPMG LLP as independent auditors of the Corporation for the fiscal year ending December 31, 2005. There were in person or represented by proxy, the holders of 1,930,460 shares out of a total of 2,099,640 shares entitled to vote. Thus a quorum was present.
	The holders of 1,930,460 voted in the affirmative that the number of Directors for the ensuing year be fixed at 25.
	The holders of 1,930,160 voted the following Directors to serve for the ensuing year and until a successor is chosen and qualified:

George R. Baldwin	Fraser Lemley
Roger S. Berkowitz	Joseph J. Senna
Karl E. Case	Barry R. Sloane
Henry L. Foster	Jonathan G. Sloane
Marshall I. Goldman	Marshall M. Sloane
Russell B. Higley	Stephanie Sonnabend
Linda Sloane Kay	George F. Swansburg
Jon Westling

	The holders of 1,930,460 voted to approve the selection, by the Board of Directors, of KPMG LLP as independent auditors of the Corporation for the fiscal year ending December 31, 2005.
Item 5	Other information — Not Applicable
Item 6	Exhibits and reports on Form 8-K
	(a) Exhibits
	31.1 Certification of Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.
	31.2 Certification of Chief Financial Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.
	32.1 Certification of 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(b) Reports on Form 8-K
	On April 13, 2005, the Company filed a Form 8-K in connection with its issuance of a press release on April 12, 2005 announcing the Company’s results for the quarter ended March 31, 2005.
	On April 15, 2005, the Company filed a Form 8-K in connection with its issuance of a press release on April 15, 2005 announcing the appointment of Jonathan G. Sloane and Barry R. Sloane as Co-Presidents and Co-Chief Executive Officers of Century Bank and Trust Company, and Co-Presidents and Co-Chief Operating Officers of Century Bancorp, Inc.
	On June 13, 2005, the Company filed a Form 8-K in connection with its issuance of a press release on June 10, 2005 containing the Company’s public statement made on June 9, 2005 commenting on a 13D statement filed with the Securities and Exchange Commission on June 8, 2005.
	On June 15, 2005, the Company filed a Form 8-K in connection with its issuance of a press release on June 15, 2005 announcing that Century’s Board of Directors issued a unanimous vote of confidence in both bank management and its long term strategic plan for remaining independent and further enhancing shareholder value.
	On June 21, 2005, the Company filed a Form 8-K in connection with its issuance of a letter to shareholders containing the Company’s response on a 13D statement filed with the Securities and Exchange Commission on June 8, 2005.

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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: August 8, 2005	Century Bancorp, Inc
/s/ Marshall M. Sloane	/s/ Paul V. Cusick, Jr.
Marshall M. Sloane	Paul V. Cusick, Jr.
Chairman and CEO	Vice President and Treasurer
(Principal Executive Officer)	(Principal Accounting Officer)

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