Item 1.01 Entry into a Material Definitive Agreement
On January 14, 2009, the Board of Directors (the "Board") of Century Bancorp, Inc. (the "Company") ratified the approval by the Compensation Committee of the Board (the "Committee") on November 25, 2008 of certain changes to the Company's Supplemental Executive Retirement and Insurance Plan (the "Plan") and its authorization of management to amend the Plan document accordingly as soon as reasonably practicable.
The Board ratified the Committee's vote to allow participants to be designated as members of the Executive Management Group under the Plan. The Plan had previously been amended to close this designation to new Plan participants. The Committee has discretion to designate members of the group from time to time. The benefits to which Executive Management Group members are entitled under the Plan vary from those to which other participants in the Plan are entitled, and the vesting periods for group members and other participants are different.
The Board also ratified the Committee's vote to allow the Committee in its discretion to give a participant credit for years of service additional to those to which such participant would otherwise have been entitled.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 14, 2009, the Board ratified the Committee's admission of Linda Sloane Kay, William P. Hornby and Brian J. Feeney into the Plan as members of the Executive Management Group effective as of January 1, 2009 and the Committee's vote to credit Mr. Feeney with one additional year of participation in the Plan.
The Board also ratified the Committee's vote to credit Barry R. Sloane with two additional years of participation in the Plan and its affirmation that he was admitted into the Plan as a member of the Executive Management Group as of April 5, 2004.

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