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 of Directors (the "Board") of Century Bancorp, Inc. (the "Company") ratified the approval by the Compensation Committee of the Board on November 25, 2008 of certain changes to the Company's Supplemental Executive Retirement and Insurance Plan (the "Plan"). Further detail regarding these changes is contained in an 8-K filed on January 21, 2009. On January 20, 2009, the Board voted to approve the amended Plan document, which incorporates the changes ratified by the Board on January 14, 2009 and includes technical amendments necessary to comply with Section 409A of the Internal Revenue Code and the regulations issued thereunder. Section 409A imposes requirements regarding, among other things, payment elections, the timing of payments, and when distributions may be made under non-qualified deferred compensation plans. The amended Plan as adopted is effective as of December 1, 2008.

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