Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 8, 2009, a Special Meeting of Class B Common Stockholders of Century Bancorp, Inc. (the "Company") was held, at which such stockholders approved the amendment of the Company's Articles of Organization to authorize 100,000 shares of Preferred Stock of the Company, to authorize the Board of Directors of the Company to create classes or series thereof and to designate the preferences, limitations, and relative rights applicable thereto, and to provide that the Class A Common Stock and the Class B Common Stock shall rank junior to the Preferred Stock as to dividend rights and to rights on liquidation and dissolution. The Articles of Amendment reflecting such changes to the Company's Articles of Organization were filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts and became effective on January 9, 2009. The Company's Articles of Organization were amended in anticipation of the Company's participation in the U.S Treasury's Capital Purchase Program (the "CPP"). See the Company's 8-K filed on December 18, 2008 regarding the Company's announcement of its receipt from the U.S. Treasury of preliminary approval to participate in the CPP. The Company informed the U.S. Treasury that it would not be closing on the transaction on January 16, 2009, as originally scheduled, and no Preferred Stock has been issued. Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 Century Bancorp, Inc. Articles of Amendment

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