8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report: April 14, 2009

Century Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation)	0-15752 (Commission File No.)	04-2498617 (IRS Employer Identification No.)
400 Mystic Avenue Medford, MA (Address of principal executive offices)		02155 (Zip Code)

(781) 391-4000
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Ex-99.1 Century Bancorp, Inc. press release dated April 14, 2009

Item 2.02 Results of Operations and Financial Condition

          The following information is furnished under Item 2.02 — “Results of Operations and Financial Condition” and such information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

          On April 14, 2009, Century Bancorp, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing its earnings for the first quarter ended March 31, 2009 and the declaration of a regular quarterly dividend on Century Bancorp Inc.’s Class A and Class B common stock.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

          99.1      Century Bancorp, Inc. press release dated April 14, 2009.

SIGNATURES

          Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY BANCORP, INC.

/s/ William P. Hornby, CPA William P. Hornby, CPA

Chief Financial Officer and Treasurer

Dated: April 14, 2009

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact: William P. Hornby, CPA
whornby@century-bank.com

Phone:    781-393-4630

Fax:        781-393-4071

CENTURY BANCORP, INC. ANNOUNCES 5% EARNINGS GROWTH FOR Q1 2009
AND A 9% INCREASE IN ASSETS TO $2.0 BILLION; REGULAR DIVIDEND
DECLARED.

Medford, MA, April 14, 2009—Century Bancorp, Inc. (NASDAQ:CNBKA) (www.century-bank.com) (“the Company”) today announced net income of $1,886,000, or $0.34 per share diluted, for the first quarter ended March 31, 2009, an increase of 4.8% when compared to net income of $1,800,000, or $0.32 per share diluted, for the first quarter ended March 31, 2008. Total assets increased 8.7% from $1.8 billion at December 31, 2008 to $2.0 billion at March 31, 2009.

Net interest income totaled $10.8 million for the quarter ended March 31, 2009 as compared to $10.2 million for 2008. The 5.5% increase in net interest income for the period is mainly due to a 21.2% increase in the average balances of earning assets, combined with a similar increase in deposits. The increased volume was somewhat offset by a decrease of twenty-five basis points in the net interest margin. The net interest margin decreased from 2.82% on a fully taxable equivalent basis in 2008 to 2.57% on the same basis for 2009.

The provision for loan losses increased by $1.2 million from $700,000 to $1.9 million as a result of increases in loans on nonaccrual as well as continued deterioration in overall economic conditions such as increased unemployment. The Company capitalized on favorable market conditions and realized $978,000 of net gains on sales of investments. The Company’s effective tax rate declined from 30.0% in 2008 to 12.8% in 2009 primarily as a result of an increase in tax-exempt income.

-more-

At March 31, 2009, total equity was $123.1 million compared to $120.5 million at December 31, 2008. The Company’s equity increased as a result of earnings and a decrease in accumulated other comprehensive loss, net of taxes, offset somewhat by dividends paid. The Company’s leverage ratio stood at 8.29% at March 31, 2009, compared to 9.56% at March 31, 2008. Book value as of March 31, 2009 was $22.24 per share compared to $22.04 at March 31, 2008.

The Company’s allowance for loan losses was $12.5 million or 1.49% of loans outstanding at March 31, 2009, compared to $11.1 million, or 1.33% of loans outstanding at December 31, 2008 and $9.8 million, or 1.31% of loans outstanding at March 31, 2008. Non-performing assets totaled $14.7 million at March 31, 2009, compared to $3.7 million at December 31, 2008 and $2.6 million at March 31, 2008. Non-performing assets increased primarily as a result of two loan relationships, one primarily commercial real estate and one construction.

The Company’s Board of Directors voted a regular quarterly dividend of 12.00 cents ($0.12) per share on the Company’s Class A common stock, and 6.00 cents ($0.06) per share on the Company’s Class B common stock. The dividends were declared payable May 15, 2009 to stockholders of record on May 1, 2009.

The Company, through its subsidiary bank, Century Bank and Trust Company, a state chartered full service commercial bank, operating twenty-two full-service branches in the Greater Boston area, offers a full range of Business, Personal and Institutional Services.

Century Bank and Trust Company is a member of the FDIC and is an Equal Housing Lender.

This press release contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of the Company. Actual results may differ from those contemplated by these statements. The Company wishes to caution readers not to place undue reliance on any forward-looking statements. The Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise.

Century Bancorp, Inc. and Subsidiaries
Consolidated Comparative Statements of Condition (unaudited)
(in thousands)

	March 31,		December 31,
	2009		2008
Assets
Cash and Due From Banks	$	51,943	$	61,195
Federal Funds Sold and Interest-bearing Deposits In Other Banks		98,878		94,973
Short-term Investments		109,651		43,814
Securities Available-For-Sale (AFS)		538,487		495,585
Securities Held-to-Maturity		231,630		184,047
Federal Home Loan Bank of Boston stock, at cost		15,531		15,531
Loans:
Commercial & Industrial		133,670		141,373
Construction & Land Development		60,510		59,511
Commercial Real Estate		340,051		332,325
Residential Real Estate		190,805		194,644
Consumer and Other		8,430		9,258
Home Equity		108,634		98,954
Total Loans		842,100		836,065
Less: Allowance for Loan Losses		12,522		11,119
Net Loans		829,578		824,946
Bank Premises and Equipment		21,590		22,054
Accrued Interest Receivable		6,898		6,723
Goodwill		2,714		2,714
Core Deposit Intangible		1,187		1,283
Other Assets		50,134		48,701
Total Assets	$	1,958,221	$	1,801,566
Liabilities
Demand Deposits	$	274,664	$	277,217
Interest Bearing Deposits:
Savings and NOW Deposits		435,342		353,261
Money Market Accounts		429,707		308,177
Time Deposits		332,478		326,872
Total Interest Bearing		1,197,527		988,310
Total Deposits		1,472,191		1,265,527
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		110,792		112,510
Other Borrowed Funds		163,422		238,558
Total Borrowed Funds		274,214		351,068
Other Liabilities		29,548		28,385
Investments Purchased payable		23,101		—
Subordinated Debentures		36,083		36,083
Total Liabilities		1,835,137		1,681,063
Total Stockholders’ Equity		123,084		120,503
Total Liabilities & Stockholders’ Equity	$	1,958,221	$	1,801,566

Century Bancorp, Inc. and Subsidiaries
Consolidated Comparative Statements of Income (unaudited)
For the Quarter Ended March 31, 2009 and 2008
(in thousands)

	Quarter Ended March 31,
	2009		2008
Interest Income:
Loans	$	11,789	$	12,262
Securities Held-to-Maturity		2,223		1,905
Securities Available-for-Sale		5,029		4,379
Federal Funds Sold and Interest-bearing Deposits In Other Banks		542		1,216
Total Interest Income		19,583		19,762
Interest Expense:
Savings and NOW Deposits		1,396		1,614
Money Market Accounts		1,935		1,590
Time Deposits		2,607		2,916
Securities Sold Under Agreements to Repurchase		208		516
Other Borrowed Funds and Subordinated Debentures		2,645		2,894
Total Interest Expense		8,791		9,530
Net Interest Income		10,792		10,232
Provision For Loan Losses		1,850		700
Net Interest Income After Provision for Loan Losses		8,942		9,532
Other Operating Income Service Charges on Deposit Accounts		2,022		1,981
Lockbox Fees		741		772
Net Gain on Sales of Investments		978		100
Other Income		929		569
Total Other Operating Income		4,670		3,422
Operating Expenses
Salaries and Employee Benefits		6,888		6,290
Occupancy		1,145		1,064
Equipment		628		730
Other		2,789		2,300
Total Operating Expenses		11,450		10,384
Income Before Income Taxes		2,162		2,570
Income Tax Expense		276		770
Net Income	$	1,886	$	1,800

Century Bancorp, Inc. and Subsidiaries
Consolidated Year-to-Date Average Comparative Statements of Condition (unaudited)
(in thousands)

	March 31,		March 31,
	2009		2008
Assets
Cash and Due From Banks	$	66,316	$	56,737
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		206,096		151,477
Securities Available-For-Sale (AFS)		528,295		392,395
Securities Held-to-Maturity		209,687		189,331
Total Loans		835,240		735,099
Less: Allowance for Loan Losses		11,765		9,772
Net Loans		823,475		725,327
Unrealized Gain(Loss) on Securities AFS		529		2,781
Bank Premises and Equipment		21,895		22,310
Accrued Interest Receivable		7,188		6,959
Goodwill		2,714		2,714
Core Deposit Intangible		1,242		1,634
Other Assets		49,152		42,413
Total Assets	$	1,916,589	$	1,594,078
Liabilities
Demand Deposits	$	273,439	$	259,395
Interest Bearing Deposits:
Savings and NOW Deposits		432,382		342,503
Money Market Accounts		411,511		248,368
Time Deposits		326,227		283,893
Total Interest Bearing		1,170,120		874,764
Total Deposits		1,443,559		1,134,159
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		106,600		93,074
Other Borrowed Funds		178,625		188,616
Total Borrowed Funds		285,225		281,690
Other Liabilities		29,703		20,751
Subordinated Debentures		36,083		36,083
Total Liabilities		1,794,570		1,472,683
Total Stockholders’ Equity		122,019		121,395
Total Liabilities & Stockholders’ Equity	$	1,916,589	$	1,594,078
Total Average Earning Assets — YTD	$	1,779,319	$	1,468,302

Century Bancorp, Inc. and Subsidiaries
Consolidated Selected Key Financial Information (unaudited)
(in thousands, except share data)

	March 31,			March 31,
	2009			2008
Performance Measures:
Earnings per average share, basic, quarter	$	0.34		$	0.32
Earnings per average share, diluted, quarter	$	0.34		$	0.32
Return on average assets, quarter		0.40	%		0.45	%
Return on average stockholders’ equity, quarter		6.27	%		5.96	%
Net interest margin (taxable equivalent), quarter		2.57	%		2.82	%
Efficiency ratio, quarter		70.8	%		75.2	%
Book value per share	$	22.24		$	22.04
Tangible book value per share	$	21.53		$	21.27
Tangible capital / tangible assets		6.10	%		7.26	%
Common Share Data:
Average shares outstanding, basic, quarter		5,537,781			5,543,804
Average shares outstanding, diluted, quarter		5,537,781			5,546,700
Shares outstanding Class A		3,507,507			3,516,704
Shares outstanding Class B		2,027,100			2,027,100
Total shares outstanding at period end		5,534,607			5,543,804
Assets Quality and Other Data:
Allowance for loan losses / loans		1.49	%		1.31	%
Nonaccrual loans	$	14,659		$	2,184
Nonperforming assets	$	14,659		$	2,636
Loans 90 days past due and still accruing	$	—		$	639
Net charge-offs (recoveries), quarter	$	447		$	560
Leverage ratio		8.29	%		9.56	%
Tier 1 risk weighted capital ratio		15.02	%		16.48	%
Total risk weighted capital ratio		16.20	%		17.55	%
Total risk weighted assets	$	1,055,139		$	920,829