Century Bancorp (CNBKA) 10-Q 2005 Q3 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 ended September 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 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 Yeso No

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

þ Yeso No

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

o Yesþ No

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

Class A Common Stock, $1.00 par value	3,435,802 Shares
Class B Common Stock, $1.00 par value	2,099,640 Shares

Century Bancorp, Inc.

	Page
Index	Number
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets: September 30, 2005 and December 31, 2004		3
Consolidated Statements of Income: Three (3) and Nine (9) months ended September 30, 2005 and 2004		4
Consolidated Statements of Changes in Stockholders’ Equity: Nine (9) months ended September 30, 2005 and 2004		5
Consolidated Statements of Cash Flows: Nine (9) months ended September 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 C.E.O.
EX-31.2 SECTION 302 CERTICATION OF C.F.O.
EX-32.1 SECTION 906 CERTIFICATION OF C.E.O.
EX-32.2 SECTION 906 CERTIFICATION OF C.F.O.

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PART I — Item 1

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

	September 30,			December 31,
(000’s, except share data)	2005			2004
Assets
Cash and due from banks	$	42,297		$	36,209
Federal funds sold and interest-bearing deposits in other banks		3,032			202,026
Total cash and cash equivalents		45,329			238,235
Securities available-for-sale, amortized cost $570,697 and $614,729, respectively		558,654			609,806
Securities held-to-maturity, market value $287,176 and $343,399, respectively		294,354			345,369
Loans, net:
Commercial & industrial		89,009			71,962
Construction & land development		56,255			51,918
Commercial real estate		287,375			258,524
Residential real estate		139,767			118,223
Consumer & other		10,302			9,419
Home equity		77,682			69,957
Total loans, net		660,390			580,003
Less: allowance for loan losses		9,492			9,001
Net loans		650,898			571,002
Bank premises and equipment		25,934			26,265
Accrued interest receivable		7,116			6,800
Goodwill		2,714			2,714
Core deposit intangible		2,544			2,834
Other assets		38,619			30,676
Total assets	$	1,626,162		$	1,833,701
Liabilities
Deposits:
Demand deposits	$	269,260		$	280,871
Savings and NOW deposits		246,125			268,317
Money market accounts		313,830			485,006
Time deposits		242,301			359,816
Total deposits		1,071,516			1,394,010
Securities sold under agreements to repurchase		40,520			38,650
Federal Home Loan Bank (FHLB) borrowings and other borrowed funds		357,651			214,906
Other liabilities		15,778			15,640
Subordinated debentures		36,083			65,722
Total liabilities		1,521,548			1,728,928
Commitments and contingencies
Stockholders’ equity
Class A common stock, $1.00 par value per share; authorized 10,000,000 shares; issued 3,819,402 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		11,416			11,395
Retained earnings		102,155			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	)
		113,556			109,539
Accumulated other comprehensive loss, net of taxes		(8,942	)		(4,766	)
Total stockholders’ equity		104,614			104,773
Total liabilities and stockholders’ equity	$	1,626,162		$	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 September 30,				Nine months ended September 30,
(000’s except share data)	2005		2004		2005		2004
Interest income
Loans	$	10,616	$	8,315	$	29,900	$	24,519
Securities held-to-maturity		2,773		3,438		8,957		8,945
Securities available-for-sale		4,895		4,276		14,829		14,236
Federal funds sold and interest-bearing deposits in other banks		5		48		337		441
Total interest income		18,289		16,077		54,023		48,141
Interest expense
Savings and NOW deposits		1,015		598		2,663		1,723
Money market accounts		1,886		1,127		5,366		3,551
Time deposits		2,174		1,467		6,169		4,869
Securities sold under agreements to repurchase		225		79		455		230
FHLB borrowings, other borrowed funds and long term debt		3,215		2,290		8,692		6,695
Total interest expense		8,515		5,561		23,345		17,068
Net interest income		9,774		10,516		30,678		31,073
Provision for loan losses		150		150		450		150
Net interest income after provision for loan losses		9,624		10,366		30,228		30,923
Other operating income
Service charges on deposit accounts		1,481		1,301		4,446		3,915
Lockbox fees		644		695		2,139		2,277
Brokerage commissions		106		120		398		472
Net gains on sales of securities		0		0		0		121
Other income		471		385		1,303		1,214
Total other operating income		2,702		2,501		8,286		7,999
Operating expenses
Salaries and employee benefits		6,064		5,989		18,118		17,544
Occupancy		874		790		2,803		2,330
Equipment		733		629		2,229		1,782
Other		2,396		2,179		7,067		6,555
Total operating expenses		10,067		9,587		30,217		28,211
Income before income taxes		2,259		3,280		8,297		10,711
Total income tax expense		727		1,147		2,688		3,857
Net income	$	1,532	$	2,133	$	5,609	$	6,854
Share data:
Weighted average number of shares outstanding, basic		5,535,388		5,526,438		5,535,121		5,525,594
Weighted average number of shares outstanding, diluted		5,559,344		5,552,202		5,548,438		5,553,997
Net income per share, basic	$	0.28	$	0.39	$	1.01	$	1.24
Net income per share, diluted	$	0.28	$	0.38	$	1.01	$	1.23
Cash dividends paid:
Class A common stock	$	0.1200	$	0.1200	$	0.3600	$	0.3600
Class B common stock	$	0.0600	$	0.0600	$	0.1800	$	0.1800

See accompanying Notes to unaudited Consolidated Financial Statements.

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

																	Accumulated
	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		—		—			—		6,854			—			—			—			6,854
Other comprehensive income, net of tax:
Unrealized holding losses arising during period		—		—			—		—			—			—			(2,941	)		(2,941	)
less: reclassification adjustment for gains included in net income		—		—			—		—			—			—			(70	)		(70	)
Minimum pension liability adjustment		—		—			—		—			—			—			(688	)		(688	)
Comprehensive income																					3,155
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, $.36 per share		—		—			—		(1,230	)		—			—			—			(1,230	)
Cash dividends paid, Class B common stock, $.18 per share		—		—			—		(380	)		—			—			—			(380	)
Balance at September 30, 2004	$	3,810	$	2,148		$	11,267	$	96,671		($	5,941	)	($	41	)	($	2,599	)	$	105,315
2005
Balance at December 31, 2004	$	3,818	$	2,147		$	11,395	$	98,161		($	5,941	)	($	41	)	($	4,766	)	$	104,773
Net income		—		—			—		5,609			—			—			—			5,609
Other comprehensive income, net of tax:
Unrealized holding losses arising during period		—		—			—		—			—			—			(4,339	)		(4,339	)
less: reclassification adjustment for gains included in net income		—		—			—		—			—			—			—			0
Minimum pension liability adjustment		—		—			—		—			—			—			163			163
Comprehensive income																					1,433
Stock Options Exercised, 1,354 shares		2		—			21		—			—			—			—			23
Cash dividends paid, Class A common stock, $.36 per share		—		—			—		(1,236	)		—			—			—			(1,236	)
Cash dividends paid, Class B common stock, $.18 per share		—		—			—		(379	)		—			—			—			(379	)
Balance at September 30, 2005	$	3,820	$	2,147		$	11,416	$	102,155		($	5,941	)	($	41	)	($	8,942	)	$	104,614

See accompanying Notes to unaudited Consolidated Financial Statements.

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

	2005			2004
	Nine months ended
	September 30,
	(000’s)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,609		$	6,854
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		450			150
Deferred income taxes		79			(162	)
Net depreciation and amortization		2,434			1,512
(Increase) decrease in accrued interest receivable		(316	)		843
Increase in other assets		(4,937	)		(3,443	)
Gain on sale of securities available-for-sale		—			(121	)
Increase in other liabilities		456			1,769
Net cash provided by operating activities		3,775			7,402
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities available-for-sale		156,230			331,405
Proceeds from sales of securities available-for-sale		—			49,223
Purchase of securities available-for-sale		(112,235	)		(187,029	)
Proceeds from maturities of securities held-to-maturity		53,147			37,805
Purchase of securities held-to-maturity		(2,022	)		(204,309	)
Decrease in payable for investments purchased		—			(24,253	)
Net increase in loans		(80,812	)		(58,086	)
Capital expenditures		(1,879	)		(5,084	)
Net cash provided by (used in) investing activities		12,429			(60,328	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in time deposits		(117,515	)		(134,900	)
Net (decrease) increase in demand, savings, money market and NOW deposits		(204,979	)		355
Net proceeds from the exercise of stock options		23			42
Cash dividends		(1,615	)		(1,610	)
Net increase (decrease) in securities sold under agreements to repurchase		1,870			(1,840	)
Net increase in FHLB borrowings and other borrowed funds		142,745			73,956
Decrease in subordinated debentures		(29,639	)		—
Net cash used in financing activities		(209,110	)		(63,997	)
Net decrease in cash and cash equivalents		(192,906	)		(116,923	)
Cash and cash equivalents at beginning of period		238,235			225,321
Cash and cash equivalents at end of period	$	45,329		$	108,398
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	24,477		$	17,222
Income taxes		2,776			4,270
Change in unrealized gains on securities available-for-sale, net of taxes	($	4,339	)	($	3,011	)

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 for the Company and its wholly-owned subsidiary, the Bank. The results of operations for the interim period ended September 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 September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
	(Dollars in Thousands)				(Dollars in Thousands)
Net income
As reported	$	1,532	$	2,133	$	5,609	$	6,854
Less: Pro forma stock based Compensation (net of tax)		40		18		121		73
Pro forma net income		1,492		2,115		5,488		6,781
Basic income per share
As reported		0.28		0.39		1.01		1.24
Pro forma		0.27		0.39		0.99		1.23
Diluted income per share
As reported		0.28		0.38		1.01		1.23
Pro forma		0.27		0.38		0.99		1.22

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 nine months of 2005.

Page 9 of 22

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 Nine Month Period Ending September 30,

	Pension Benefits						Supplemental Insurance/
							Retirement Plan
	2005			2004			2005		2004
	(Dollars in Thousands)
Service Cost	$	519		$	536		$	96	$	9
Interest		687			651			558		652
Expected Return on Plan Assets		(642	)		(448	)		0		0
Recognized Prior Service Cost		(15	)		(3	)		48		48
Recognized Net Actuarial Losses		141			168			39		131
Net Periodic Benefit Cost	$	690		$	904		$	741	$	840

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 September 30, 2005, $924,000 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

Page 10 of 22

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. The Company estimates that 2006 additional compensation expense (net of tax) will be approximately $160 thousand.

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 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.

Page 11 of 22

	Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)
Executive Overview	Century Bancorp, Inc. (together with its bank subsidiary, unless the context otherwise requires, the “Company”), is a holding company headquartered in Medford, 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 $1.6 billion on September 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 $710 thousand for the first nine months of 2005 as a result of the addition.
	During the fourth quarter of 2004, the Company announced that it entered into an Investment Management Agreement with BlackRock Financial Management, Inc. for the Company’s Available-For-Sale securities portfolio.
	Earnings for the third quarter ended September 30, 2005 were $1.5 million, a decrease of $0.6 million when compared with the third quarter 2004 earnings of $2.1 million. Diluted earnings per share for the third quarter 2005 were $0.28 versus $0.38 for the third 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 nine months of 2005 totaled $5.6 million, compared to $6.9 million for the same period a year ago. Diluted earnings per share for the first nine months of 2005 were $1.01 versus $1.23 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 September 30, 2005, total loans outstanding, net of unearned discount, were $660.4 million, an increase of 13.9% from the total on December 31, 2004. At September 30, 2005, commercial real estate loans accounted for 43.5% and residential real estate loans, including home equity credit lines, accounted for 32.9% of total loans. Commercial and industrial loans increased to $89.0 million from $72.0 million on December 31, 2004. Construction loans increased to $56.3 million at September 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 an emphasis on small business loans.

Allowance for Loan Losses

The allowance for loan losses was 1.44% of total loans on September 30, 2005 compared with 1.55% on December 31, 2004. Net recoveries for the nine-month period ended September 30, 2005 were $41 thousand compared with net charge-offs of $56 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

	September 30, 2005			December 31, 2004
	(Dollars in Thousands)
Nonaccruing loans	$	1,264		$	628
Nonperforming assets	$	1,264		$	628
Loans past due 90 days or more and still accruing	$	5		$	160
Nonaccruing loans as a percentage of total loans		.19	%		.11	%

Cash and Cash Equivalents

Cash and cash equivalents decreased mainly as a result of decreases in cyclical money market accounts and time deposits. Money market accounts decreased mainly because of an outflow of cyclical corporate and municipal deposits. Time deposits decreased mainly because of a decreased reliance on time deposits greater than $100 thousand.

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.)

	September 30, 2005			December 31, 2004
		(Dollars in Thousands)
Securities Available-for-Sale
U.S. Government and Agencies		$	304,512		$	380,869
Other Bonds and Equity Securities			21,284			43,180
Mortgage-backed Securities			232,858			185,757
Total Securities Available-for-Sale		$	558,654		$	609,806
Securities Held-to-Maturity
U.S. Government and Agencies		$	159,948		$	186,324
Mortgage-backed Securities			134,406			159,045
Total Securities Held-to-Maturity		$	294,354		$	345,369

Securities Available-for-Sale

The securities available-for-sale portfolio totaled $558.7 million at September 30, 2005, a decrease of 8.4% 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 2.4 years.

Securities Held-to-Maturity

The securities held-to-maturity portfolio totaled $294.4 million on September 30, 2005, a decrease of 14.8% 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 3.1 years.

Other Assets

Other Assets increased by $7.9 million or 25.9%. Other Assets increased mainly because of an increase in deferred tax assets associated with the increase in unrealized available-for-sale losses.

Page 14 of 22

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

Deposits and Borrowed Funds

On September 30, 2005, deposits totaled $1.1 billion, representing a 23.1% decrease in total deposits from December 31, 2004. Total deposits decreased primarily as a result of 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 mainly because of a decreased reliance on time deposits greater than $100 thousand. Borrowed funds totaled $398.2 million compared to $253.6 million at December 31, 2004. Borrowed funds increased primarily from funding requirements from the increase in loan originations and a decrease in deposits.

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 September 30, 2005, net interest income totaled $9.8 million, a decrease of 7.1% from the comparable period in 2004. The decrease in net interest income for the three-month period is mainly due to a 32 basis point decrease in the net interest margin which was partially offset by a $68 million or 4.6% increase in average earning assets. For the nine-month period ended September 30, 2005, net interest income totaled $30.7 million, a decrease of 1.3% from the comparable period in 2004. The decrease in net interest income for the nine-month period is mainly due to a 14 basis point decrease in the net interest margin which was partially offset by a $60 million or 4.1% increase in average earning assets.

The net yield on average earning assets on a fully taxable equivalent basis decreased to 2.63% for the first nine months of 2005 from 2.77% 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
	September 30, 2005											September 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)	$	653,660		$	10,616		6.45	%	$	554,730		$	8,315		6.02	%
Securities available-for-sale		578,220			4,895		3.39	%		532,039			4,276		3.21	%
Securities held-to-maturity		299,645			2,773		3.70	%		363,166			3,438		3.79	%
Temporary funds		555			5		3.60	%		14,587			48		1.32	%
Interest bearing deposits in other banks		48			0		4.31	%		47			0		.25	%
Total interest earning assets	$	1,532,128		$	18,289		4.76	%	$	1,464,569		$	16,077		4.40	%
Non interest-earning assets		118,854								116,114
Allowance for loan losses		(9,511	)							(8,790	)
Total assets	$	1,641,471							$	1,571,893
Liabilities and Stockholders’ Equity
Interest bearing deposits:
NOW account	$	241,970		$	942		1.58	%	$	266,029		$	524		0.80	%
Savings accounts		76,210			73		0.38	%		77,953			74		0.38	%
Money market accounts		359,106			1,886		2.13	%		386,594			1,127		1.18	%
Time deposits		254,285			2,174		3.47	%		203,470			1,467		2.92	%
Total interest-bearing deposits		931,571			5,075		2.21	%		934,046			3,192		1.39	%
Securities sold under Agreements to repurchase		37,300			225		2.39	%		41,030			79		0.78	%
Other borrowed funds and Subordinated debentures		271,590			3,215		4.70	%		200,952			2,290		4.58	%
Total interest-bearing liabilities		1,240,461			8,515		2.72	%		1,176,028			5,561		1.90	%
Non interest-bearing Liabilities
Demand deposits		278,552								277,911
Other liabilities		16,494								14,352
Total liabilities		1,535,507								1,468,291
Stockholders’ equity		105,964								103,602
Total liabilities & stockholders equity	$	1,641,471							$	1,571,893
Net interest income				$	9,774							$	10,516
Net interest spread							2.04	%							2.50	%
Net yield on earning assets							2.55	%							2.87	%

(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 nine-month periods indicated.

	Nine Months Ended
	September 30, 2005											September 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)	$	627,858		$	29,900		6.36	%	$	536,330		$	24,519		6.11	%
Securities available-for-sale		588,077			14,829		3.36	%		584,459			14,236		3.25	%
Securities held-to-maturity		318,871			8,957		3.75	%		308,652			8,945		3.86	%
Temporary funds		20,319			337		2.21	%		65,709			441		0.89	%
Interest bearing deposits in other banks		45			0		.82	%		0			0		0.00	%
Total interest earning assets	$	1,555,170		$	54,023		4.64	%	$	1,495,150		$	48,141		4.29	%
Non interest-earning assets		118,309								120,550
Allowance for loan losses		(9,289	)							(8,769	)
Total assets	$	1,664,190							$	1,606,931
Liabilities and Stockholders’ Equity
Interest bearing deposits:
NOW account	$	249,482		$	2,445		1.31	%	$	258,070		$	1,493		0.77	%
Savings accounts		77,139			218		0.38	%		79,996			230		0.38	%
Money market accounts		385,003			5,366		1.86	%		408,614			3,551		1.16	%
Time deposits		261,852			6,169		3.15	%		232,283			4,869		2.80	%
Total interest-bearing deposits		973,476			14,198		1.95	%		978,963			10,143		1.39	%
Securities sold under Agreements to repurchase		36,441			455		1.67	%		40,011			230		0.77	%
Other borrowed funds and Subordinated debentures		250,339			8,692		4.64	%		192,140			6,695		4.66	%
Total interest-bearing liabilities		1,260,256			23,345		2.48	%		1,211,114			17,068		1.88	%
Non interest-bearing Liabilities
Demand deposits		282,653								276,824
Other liabilities		16,409								15,417
Total liabilities		1,559,318								1,503,355
Stockholders’ equity		104,872								103,576
Total liabilities & stockholders equity	$	1,664,190							$	1,606,931
Net interest income				$	30,678							$	31,073
Net interest spread							2.16	%							2.41	%
Net yield on earning assets							2.63	%							2.77	%

(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 September 30, 2005									Nine Months Ended September 30, 2005
	Compared with									Compared with
	Three Months Ended September 30, 2004									Nine Months Ended September 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	$	1,567		$	733			2,301		$	4,324		$	1,057			5,381
Securities available-for-sale		383			236			619			89			504			593
Securities held-to-maturity		(589	)		(76	)		(665	)		291			(279	)		12
Temporary funds		(75	)		32			(43	)		(448	)		344			(104	)
Total interest income		1,286			925			2,212			4,256			1,626			5,882
Interest expense:
Deposits:
NOW accounts		(51	)		470			418			(51	)		1,003			952
Savings accounts		(2	)		1			(1	)		(8	)		(4	)		(12	)
Money market accounts		(85	)		844			759			(216	)		2,031			1,815
Time deposits		405			302			707			659			641			1,300
Total interest-bearing deposits		267			1,617			1,883			384			3,671			4,055
Securities sold under agreements to repurchase		(8	)		154			146			(22	)		247			225
Other borrowed funds and Long term debt		833			91			925			2,021			(24	)		1,997
Total interest expense		1,092			1,862			2,954			2,382			3,895			6,277
Change in net interest income		194			(936	)		(742	)		1,875			(2,270	)		(395	)

Page 18 of 22

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

Provision for Loan Losses

For the nine-month period ended September 30, 2005, the loan loss provision was $450 thousand compared to a provision of $150 thousand 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 September 30, 2005.

Non-Interest Income and Expense

Other operating income for the quarter ended September 30, 2005 was $2.7 million compared to $2.5 million for the third quarter of 2004. The increase was mainly attributable to an increase of $180 thousand in service charges on deposit accounts. Also, insurance gains increased by $126 thousand, lockbox fees decreased by $51 thousand and brokerage commissions decreased by $14 thousand. 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.

Other operating income for the nine-month period ended September 30, 2005 was $8.3 million compared to $8.0 million for the same period last year. Service charges on deposit accounts increased by $531 thousand, this was mostly offset by a decrease of $121 thousand on net gains on sales of securities, an $138 thousand decrease in lockbox fees, and a $74 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 September 30, 2005, operating expenses increased by $480 thousand or 5.0% to $10.1 million, from the same period last year. The increase in operating expenses was mainly attributable to an increase of $217 thousand in other expenses, $104 thousand in equipment expense and $84 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 personnel recruitment, software maintenance and audit and exam fees.

For the nine-month period ended September 30, 2005 operating expenses increased by $2.0 million to $30.2 million. The increase in operating expenses was mainly attributable to an increase of $574 thousand in salaries and employee benefits, $473 thousand in occupancy expense, $447 thousand in equipment expense and $512 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

Page 19 of 22

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

increased mainly as a result of increases in consulting costs associated with the BlackRock contract. Beginning in July, 2005, there will be no additional expenses associated with this contract.

Income Taxes

For the third quarter of 2005, the Company’s income tax expense totaled $0.7 million on pretax income of $2.3 million for an effective tax rate of 32.2%. For last year’s corresponding quarter, the Company’s income tax expense totaled $1.1 million on pretax income of $3.3 million for an effective tax rate of 35.0%. For the nine-month period ended September 30, 2005 the Company’s income taxes totaled $2.7 million on pretax income of $8.3 million for an effective tax rate of 32.4%. For last year’s corresponding period, the Company’s income tax expense totaled $3.9 million on pretax income of $10.7 million for an effective tax rate of 36.0%. The income tax rate decreased for the current quarter and current nine-month period mainly because of a decrease in taxable income which lowers the tax rate at certain thresholds. Also, non-taxable income (insurance income) 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 third 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	Submission of matters to a vote of securityholders — Not Applicable
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 July 14, 2005, the Company filed a Form 8-K in connection with its issuance of a press release on July 12, 2005 announcing the Company’s results for the quarter ended June 30, 2005.
	On July 14, 2005, the Company filed a Form 8-K in connection with its issuance of a press release on July 12, 2005 announcing the retirement and appointment as Director Emeritus of Board Member, Henry L. Foster.
	On July 14, 2005, the Company filed a Form 8-K in connection with its issuance of a press release on July 12, 2005, announcing that its Board of Directors has approved a stock repurchase program.
	On September 19, 2005, the Company filed a Form 8-K in connection with its issuance of a letter to Jacobs Asset Management, LLC containing the Company’s response on a 13D statement filed with the Securities and Exchange Commission on September 16, 2005.

Page 21 of 22

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, 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)

Page 22 of 22