THE CENTURY BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT AND INSURANCE PLAN

Exhibit 10.3

THE CENTURY BANCORP
SUPPLEMENTAL EXECUTIVE RETIREMENT
AND INSURANCE PLAN

AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 1, 2008

TABLE OF CONTENTS

THE CENTURY BANCORP
SUPPLEMENTAL EXECUTIVE RETIREMENT
AND INSURANCE PLAN

PREAMBLE

Century Bancorp, Inc. has adopted this Plan for a select group of management Employees in order to (a) attract, retain and motivate qualified management Employees, (b) facilitate the retirement of such Employees, and (c) in certain cases, provide survivor income for the Beneficiaries of such Employees. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and shall be interpreted and administered to the extent possible in a manner consistent with that intent.

This Plan amends and restates, effective December 1, 2008, The Century Bancorp, Inc. Supplemental Executive Retirement/Insurance Plan. This Plan was previously amended effective January 1, 1984, January 1, 1989, and January 1, 2000.

As amended and restated effective as of December 1, 2008, to the extent applicable this Plan is intended to comply with the provisions of Section 409A of the Code with respect to Post-2004 Benefits and shall be interpreted and administered to the extent possible in a manner consistent with this intent.

ARTICLE I

CONSTRUCTION OF THE PLAN

1.1 DEFINITIONS

Whenever used in this Plan with initial capital letters, the following terms shall have the following meanings:

(a) “ACCRUAL PERCENTAGE” means:

(i) in the case of a Participant whose employment with the Employer terminates before attaining age forty (40), 0%; or

(ii) in the case of a Participant whose employment with the Employer terminates after attaining age forty (40), the percentage from the following tables:

For any Participant who is a member of the Executive Management Group, and Employees who became Participants before January 1, 2000, the following table will apply:

For Employees who became Participants after December 31, 1999 (other than members of the Executive Management Group) the following table shall apply:

Notwithstanding the above, upon a Change of Control the Accrual Percentage of a Participant who is employed by the Employer on the date of such Change will be 100%.

(b) “ACTUARIAL EQUIVALENT” means a benefit of equal present value to the benefit which otherwise would have been provided to the Participant, computed on the basis of mortality according to the 1984 Unisex Pension Mortality Table and an interest rate of 7.5% compounded annually.

(c) “ACTUARY” means the enrolled actuary selected by the Board.

(d) “AVERAGE COMPENSATION” means the Compensation of a Participant averaged over the thirty-six (36) consecutive calendar months within the last one hundred twenty (120) calendar months as an Employee which produces the highest average.

(e) “BENEFICIARY” means a person entitled to benefits under the provisions of the Plan, other than the Participant.

(f) “BENEFITS COMMENCEMENT DATE” means the first day of the month coincident with or next following the date payment of the Participant’s Post-2004 Benefit is to be made, as determined pursuant to his election or otherwise in accordance with the rules set forth in Article III below.

(g) “BENEFIT PERCENTAGE” means, for Participants who are members of the Executive Management Group, 75% and for all other Participants, 66%.

(h) “BOARD OF DIRECTORS” means the Board of Directors of the Employer.

(i) “CHANGE OF CONTROL” shall mean the occurrence of any one of the events defined in Schedule A.

(j) “CODE” means the Internal Revenue Code of 1986, as amended.

(k) “COMMITTEE” means the Plan Committee described in Article VII.

(l) “COMPENSATION” means the total W-2 earnings paid by the Employer to the Employee during a Plan Year, increased by the amount of any salary reduction contribution on behalf of the Employee by the Employer to a 401(k) plan maintained by the Employer or to any cafeteria plan maintained by the Employer pursuant to Section 125 of the Code.

(m) “DIRECTOR” means a member of the Board of Directors.

(n) “EARLY RETIREMENT AGE” means the first day of the month after a Participant has attained age fifty-five (55) and completed five (5) or more Years of Plan Participation.

(o) “EARLY RETIREMENT DATE” means a Participant’s date of termination after attaining his Early Retirement Age, but prior to his Normal Retirement Date.

(p) “EFFECTIVE DATE” means January 1, 1984.

(q) “EMPLOYEE” means any person who is hired by the Employer.

(r) “EMPLOYER” means Century Bancorp, Inc., Century Bank & Trust Co., Century North Shore Bank & Trust Company, and the Bank of Massachusetts, all corporations organized and existing under laws of the Commonwealth of Massachusetts or its successor or successors.

(s) “ERISA” means the Employee Retirement Income Security Act of 1974.

(t) “EXECUTIVE MANAGEMENT GROUP” means a group of Employees consisting of those individuals designated on their initial participation in the Plan or thereafter as members of the Executive Management Group.

(u) “NORMAL RETIREMENT DATE” means the first day of the month coincident with or next following the Participant’s 65th birthday.

(v) “PARTICIPANT” means any eligible Employee of the Employer who has satisfied the requirements in Section 2.1.

(w) “PENSION TRUST OFFSET” means the monthly retirement benefit that would be payable to the Participant under the Pension Trust beginning on his Normal Retirement Date or Postponed Retirement Date, if applicable, (both as defined in this Plan), under the 120 month term certain annuity form of payment under the Pension Trust.

In the event that payments under the Pension Trust actually begin on a date other than the Participant’s Normal Retirement Date or Postponed Retirement Date, if applicable (both as defined in this Plan), or are paid in a form other than the 120 months certain annuity, such retirement benefit shall be adjusted based on this Plan’s definition of Actuarial Equivalence.

(x) “PENSION TRUST” means The Century Bancorp Pension Trust, a pension plan qualified under Section 401 of the Code.

(y) “PLAN” means The Century Bancorp Supplemental Executive Retirement and Insurance Plan.

(z) “PLAN YEAR” means the 12-month period ending on September 30.

(aa) “POST-2004 BENEFIT” means any part of a Participant’s Normal Retirement Benefit, Early Retirement Benefit, or Deferred Vested Retirement Benefit, as applicable, under the Plan which is not part of the Participant’s Pre-2005 Benefit.

(bb) “POSTPONED RETIREMENT DATE” means the first day of any month after a Participant’s Normal Retirement Date and after his termination of employment.

(cc) “PRE-2005 BENEFIT” means a Participant’s Normal Retirement Benefit, Early Retirement Benefit, or Deferred Vested Retirement Benefit, as applicable, based on his Years of Plan Participation, Accrual Percentage and all other relevant factors as of December 31, 2004, and determined under the terms of the Plan adopted and in effect as of October 3, 2004, but only to the extent earned and vested as of December 31, 2004 within the meaning of Section 409A of the Code.

(dd) “SENIOR MANAGEMENT GROUP” means a group of Employees consisting of those individuals designated on their initial participation in the Plan or thereafter as members of the Senior Management Group.

(ee) “SOCIAL SECURITY BENEFIT” means an estimate made by the Actuary of the monthly primary old-age Social Security Benefit (under Title II of the federal Social Security Act) which would be payable commencing at Normal Retirement or a Postponed Retirement Date, if applicable, assuming the Participant has the number of covered employment years required to maximize his Social Security Benefit.

(ff) “SPECIFIED EMPLOYEE” means an officer or other employee of an Employer (or of any other corporation, or trade or business, required to be taken into consideration for this purpose under Section 409A or the Code) who is a specified employee within the meaning of Section 409A of the Code.

(gg) “YEARS OF PLAN PARTICIPATION” means 1/12 of the number of calendar months while an Employee is employed by the Employer and while he is designated as a Participant in this Plan. When this calculation results in a number of years plus a fraction of a year, if the fraction is 5/12 or less it shall be ignored, otherwise it will be considered the same as one full year. At the sole discretion of the Committee, a Participant’s Years of Plan Participation may include such additional number of Years as the Committee may elect.

1.2 CONSTRUCTION

(a) Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include the plural, the plural to include the singular, the masculine to include the feminine, and the feminine to include the masculine.

(b) If any provision of the Plan or the application thereof to any circumstance or person is invalid, the remainder of the Plan and the application thereof to other circumstances or persons shall not be affected thereby.

(c) All headings contained herein are for convenience of reference only and shall not be construed as a part of this Plan, or have any effect upon the meaning of the provisions hereof.

(d) To the extent not preempted by federal law, the provisions of the Plan shall be construed, administered, and enforced under the laws of the Commonwealth of Massachusetts.

ARTICLE II

PARTICIPATION

The Participants in the Plan will be such management employees as may be selected from time to time by the Committee. Each Participant will be considered a member of the Senior Management Group for purposes of determining the Participant’s benefits unless the Committee expressly provides (on initial eligibility or thereafter) that he is to be a member of the Executive Management Group.

The Committee may terminate an Employee’s participation in the Plan (while he is still an Employee), but, subject to Section 8.3, no such action will reduce the Employer’s obligation to any Participant below the amount to which he would be entitled under the Plan as in effect immediately prior to such action if his employment then terminated.

ARTICLE III

ELIGIBILITY FOR BENEFITS

3.1 NORMAL RETIREMENT

A Participant who terminates employment with the Employer after attaining his Normal Retirement Date, or after his Early Retirement Age but having elected to defer commencement of his benefit until his Normal Retirement Date, shall be eligible to receive the normal retirement benefit described in Section 4.1.

3.2 EARLY RETIREMENT

A Participant who has attained his Early Retirement Age shall be eligible to receive the early retirement benefit described in Section 4.2.

3.3 DEFERRED VESTED RETIREMENT

A Participant who has attained age forty (40) and has at least five (5) Years of Plan Participation whose employment with the Employer is terminated prior to attainment of his Normal Retirement Date shall, after attaining his Early Retirement Age, be eligible to receive the deferred vested retirement benefit described in Section 4.3.

3.4 TIMING OF COMMENCEMENT

(a) Payment of any Pre-2005 Benefit shall commence in accordance with the practices and procedures for the commencement of benefits adopted and in effect under the Plan as of October 3, 2004.

(b) Payment of any Post-2004 Benefit shall commence on the Participant’s Normal Retirement Date, regardless of the date of the Participant’s retirement or other termination of employment, except to the extent the Participant shall have timely and validly established another Benefits Commencement Date with respect to all or any part of his Post-2004 Benefit in accordance with the provisions of Section 3.5.

3.5 ELECTIONS REGARDING POST-2004 BENEFITS

(a) A Participant may elect a Benefits Commencement Date with respect his Post-2004 Benefits at any time within thirty (30) days after the date the Participant is first designated as eligible to participate in the Plan, provided, that no such election may apply as to any part of the Participant’s Post-2004 Benefit that the Committee determines is deemed attributable under Section 409A of the Code to services for the calendar year in which the Participant’s election is made, or for any prior calendar year. Any elected Benefits Commencement Date may be