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                                                                    Exhibit 10.6

                                   $35,000,000

                                   MMCapS(SM)

                        CENTURY BANCORP CAPITAL TRUST II

                               PURCHASE AGREEMENT

                                                              New York, New York
                                                               November 30, 2004

SANDLER O'NEILL & PARTNERS, L.P.
919 Third Avenue
6th Floor
New York, New York 10022

FIRST TENNESSEE BANK NATIONAL ASSOCIATION
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117

KEEFE, BRUYETTE & WOODS, INC.
787 7th Avenue
4th Floor
New York, New York 10019

Ladies and Gentlemen:

            Century Bancorp Capital Trust II (the "Trust"), a statutory trust
organized under the Delaware Statutory Trust Act, 12 Del. C. Section 3801 et
seq. (the "Delaware Act"), and Century Bancorp, Inc., a Massachusetts
corporation (the "Company" and together with the Trust, the "Offerors"), confirm
their agreement (the "Agreement") with Sandler O'Neill & Partners, L.P., First
Tennessee Bank National Association and Keefe, Bruyette & Woods, Inc., as
purchasers (collectively, the "Purchasers"), with respect to the issue and sale
by the Trust and the purchase by the several Purchasers of 35,000 MMCapS(SM)
(liquidation amount of $1,000 per security) of the Trust having the terms
described in Schedule A hereto (the "Capital Securities"). The Capital
Securities will be guaranteed by the Company to the extent provided in the
Guarantee Agreement, to be dated as of the Closing Date (as defined in Section
2(a) hereof) (the "Guarantee Agreement"), between the Company, as guarantor, and
Wilmington Trust Company, as guarantee trustee (the "Guarantee Trustee"), with
respect to distributions and payments upon liquidation, redemption and
otherwise.

            The entire proceeds from the sale of the Capital Securities will be
combined with the entire proceeds from the sale by the Trust to the Company of
its common securities (the "Common Securities"), and will be used by the Trust
to purchase $36,083,000 aggregate principal amount of Fixed/Floating Rate Junior
Subordinated Debt Securities due 2034 (the "Subordinated Debt Securities")
issued by the Company. The Capital Securities and the

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Common Securities will be issued pursuant to the Amended and Restated
Declaration of Trust, to be dated as of the Closing Date (the "Declaration"),
among the Company, as sponsor, the Administrator named therein (the
"Administrator"), Wilmington Trust Company, as institutional trustee (the
"Institutional Trustee"), Wilmington Trust Company, as Delaware trustee (the
"Delaware Trustee"), and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust. The Subordinated Debt Securities will be
issued pursuant to the Indenture, to be dated as of the Closing Date (the
"Indenture"), between the Company and Wilmington Trust Company, as indenture
trustee (the "Indenture Trustee"). The Indenture, the Guarantee Agreement, the
Declaration and this Agreement are hereinafter referred to collectively as the
"Operative Documents."

            SECTION 1. Representations and Warranties.

            (a)   The Trust and the Company, jointly and severally, represent
and warrant to each Purchaser as of the date hereof and as of the Closing Date,
and agree with each Purchaser, as follows:

                  (i)     Similar Offerings. Within a period of six months
before or after the date hereof, the Offerors have not, directly or indirectly,
solicited any offer to buy or offered to sell, and will not, directly or
indirectly, solicit any offer to buy or offer to sell, in the United States or
to any United States citizen or resident, any security which is or would be
integrated with the sale of the Capital Securities (including any securities of
the same or a similar class as the Capital Securities) in a manner that would
require the Capital Securities to be registered under the Securities Act of
1933, as amended (the "1933 Act").

                  (ii)    Incorporated Documents. The documents of the Company
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the Securities Exchange Act of 1934, as amended (the "1934
Act"), from and including the commencement of the fiscal year covered by the
Company's most recent Annual Report on Form 10-K, at the time they were or
hereafter are filed by the Company with the Commission (collectively, the "1934
Act Reports"), complied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations of the Commission
thereunder (the "1934 Act Regulations"), and, at the date of this Agreement and
on the Closing Date, do not and will not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and other than such instruments,
agreements, contracts and other documents as are filed as exhibits to the
Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K, there are no instruments, agreements, contracts or
documents of a character described in Item 601 of Regulation S-K promulgated by
the Commission to which the Company or any of its subsidiaries is a party.

                  (iii)   Independent Accountants. The accountants of the
Company who certified the financial statements included in the 1934 Act Reports
(the "Independent Accountants") are independent public accountants of the
Company and its subsidiaries within the meaning of the 1933 Act and the rules
and regulations of the Commission thereunder (the "1933 Act Regulations").

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                  (iv)    Financial Statements and Information. The consolidated
historical financial statements of the Company, together with the related
schedules and notes, included in the 1934 Act Reports present fairly, in all
material respects, the respective consolidated financial positions of the
Company and its consolidated subsidiaries at the respective dates indicated, and
the consolidated statements of income, changes in stockholders' equity and cash
flows of the Company and its consolidated subsidiaries for the respective
periods specified, subject, in the case of unaudited interim financial
statements, to normal year-end adjustments and the absence of complete notes;
said financial statements have been prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent
basis throughout the periods involved, except as disclosed in the notes to such
financial statements; the supporting schedules, if any, included in the 1934 Act
Reports present fairly, in all material respects, the information required to be
stated therein; and any pro forma financial statements and the related notes
thereto included in the 1934 Act Reports present fairly, in all material
respects, the information shown therein, have been prepared in accordance with
the Commission's rules and guidelines with respect to pro forma financial
statements and have been properly compiled on the bases described therein, and
the assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the transactions and
circumstances referred to therein.

                  (v)     No Material Adverse Change. Since the respective dates
as of which information is given in the 1934 Act Reports, there has not been (A)
any material adverse change in the condition, financial, regulatory or
otherwise, or in the earnings, business affairs or business prospects of the
Trust or of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business (a "Material Adverse
Effect") or (B) any dividend or distribution of any kind declared, paid or made
by the Company on any class of its capital stock other than regular quarterly
dividends on the Company's common stock declared and paid consistent with past
practice.

                  (vi)    Internal Accounting Controls. Each of the Company and
its subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management's general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

                  (vii)   Disclosure Controls. The Company has established and
maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) and 15d-15(e) under the 1934 Act); such disclosure controls and
procedures (i) are designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the Company's
Chief Executive Officer and its Chief Financial Officer by others within those
entities, particularly during the periods in which the 1934 Act Reports are
being prepared, (ii) have been evaluated for effectiveness as of the end of the
annual or quarterly period reported to the Commission and (iii) are effective to
perform the functions for which they were established; the Company's auditors
and the Audit Committee of the Board of Directors

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have been advised of: (A) any significant deficiencies in the design or
operation of internal controls which could adversely affect the Company's
ability to record, process, summarize, and report financial data and (B) any
fraud, whether or not material, that involves management or other employees who
have a role in the Company's internal controls; any material weaknesses in
internal controls have been identified for the Company's auditors; and since the
date of the most recent evaluation of such disclosure controls and procedures,
there have been no significant changes in internal controls or in other factors
that could significantly affect internal controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.

                  (viii)  Regulatory Matters. Except as set forth on Schedule
1(a)(viii), neither the Company nor any of its subsidiaries is subject or is
party to, or has received any notice or advice that any of them may become
subject or party to any investigation with respect to, any corrective,
suspension or cease-and-desist order, agreement, consent agreement, memorandum
of understanding or other regulatory enforcement action, proceeding or order
with or by, or is a party to any commitment letter or similar undertaking to, or
is subject to any directive by, or has been a recipient of any supervisory
letter from, or has adopted any board resolutions at the request of, any
Regulatory Agency (as defined below) that currently relates to or restricts in
any material respect the conduct of their business or that in any manner relates
to their capital adequacy, credit policies, management or business (each, a
"Regulatory Agreement"), nor has the Company or any of its subsidiaries been
advised by any Regulatory Agency that it is considering issuing or requesting
any such Regulatory Agreement; there is no unresolved violation, criticism or
exception by any Regulatory Agency with respect to any report or statement
relating to any examinations of the Company or any of its subsidiaries which, in
the reasonable judgment of the Company, is expected to result in a Material
Adverse Effect. As used herein, the term "Regulatory Agency" means any federal
or state agency charged with the supervision or regulation of depositary
institutions or holding companies of depositary institutions, or engaged in the
insurance of depositary institution deposits, or any court, administrative
agency or commission or other governmental agency, authority or instrumentality
having supervisory or regulatory authority with respect to the Company or any of
its subsidiaries.

                  (ix)    No Undisclosed Liabilities. Neither the Company nor
any of its subsidiaries has any material liability, whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due, including any liability for taxes (and there is no past or present fact,
situation, circumstance, condition or other basis for any present or future
action, suit, proceeding, hearing, charge, complaint, claim or demand against
the Company or its subsidiaries giving rise to any such liability), except (i)
for liabilities set forth in the financial statements (including the notes
thereto) referred to in Section 1(a)(iv) above and (ii) normal fluctuations in
the amount of the liabilities referred to in clause (i) above occurring in the
ordinary course of business of the Company and all of its subsidiaries since the
date of the most recent balance sheet included in such financial statements.

                  (x)     Good Standing of the Company. The Company has been
duly organized and is validly existing as a corporation in good standing under
the laws of the Commonwealth of Massachusetts and has full power and authority
under such laws to own, lease and operate its properties and to conduct its
business as currently conducted, to enter into and perform its obligations under
each of the Operative Documents to which it is a party, and to issue

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the Subordinated Debt Securities; and the Company is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended.

                  (xi)    Good Standing of the Subsidiaries. Each "significant
subsidiary" (as defined in Rule 1-02 of Regulation S-X) of the Company (a
"Significant Subsidiary") has been duly organized and is validly existing as an
entity in good standing under the laws of the jurisdiction in which it is
chartered and has full power and authority under such laws to own, lease and
operate its properties and to conduct its business as currently conducted; and
the deposit accounts of each of the Company's subsidiary banks are insured up to
the applicable limits by the Bank Insurance Fund of the Federal Deposit
Insurance Corporation (the "FDIC") to the fullest extent permitted by law and
the rules and regulations of the FDIC, and no proceeding for the revocation or
termination of such insurance is pending or, to the knowledge of the Company,
threatened.

                  (xii)   Foreign Qualifications. Each of the Company and its
subsidiaries is duly qualified as a foreign entity to transact business and each
is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to be so qualified would not
singularly, or in the aggregate, in the reasonable judgment of the Company, be
expected to result in a Material Adverse Effect.

                  (xiii)  Capital Stock Duly Authorized and Validly Issued. All
of the issued and outstanding capital stock of the Company has been duly
authorized and validly issued and is fully paid and nonassessable. All of the
issued and outstanding capital stock of each Significant Subsidiary of the
Company has been duly authorized and validly issued, is fully paid and
nonassessable and is owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equitable right. None of the issued and outstanding capital stock of
the Company or its Significant Subsidiaries was issued in violation of any
preemptive or similar rights arising by operation of law, under the charter,
by-laws or code of regulations of the Company or any of its Significant
Subsidiaries or under any agreement to which the Company or any of its
Significant Subsidiaries is a party.

                  (xiv)   Good Standing of the Trust. The Trust has been duly
created and is validly existing in good standing as a statutory trust under the
Delaware Act with the power and authority to own property and to conduct its
business as provided in the Declaration, to enter into and perform its
obligations under the Operative Documents to which it is a party, and to issue
the Capital Securities and the Common Securities; the Trust is not a party to or
otherwise bound by any agreement other than the Operative Documents to which it
is a party; and the Trust is, and will be, under current law, classified for
United States federal income tax purposes as a grantor trust and not as an
association taxable as a corporation.

                  (xv)    Authorization of Common Securities. The Common
Securities have been duly authorized for issuance by the Trust pursuant to the
Declaration and when duly issued and executed in accordance with the Declaration
on the Closing Date and duly delivered by the Trust to the Company on the
Closing Date against payment therefor in accordance with the subscription
agreement therefor, the Common Securities will be validly issued and fully paid
and nonassessable undivided common beneficial ownership interests in the assets
of the Trust;

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the issuance of the Common Securities is not subject to preemptive or other
similar rights; and on the Closing Date, all of the issued and outstanding
Common Securities of the Trust will be owned directly by the Company, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equitable right.

                  (xvi)   Authorization of Capital Securities. The Capital
Securities have been duly authorized for issuance by the Trust pursuant to the
Declaration and when duly issued, executed, authenticated and delivered by the
Trust on the Closing Date against payment therefor as provided herein, the
Capital Securities will be validly issued and fully paid and nonassessable
undivided preferred beneficial ownership interests in the assets of the Trust;
the issuance of the Capital Securities will not be subject to preemptive or
other similar rights; and the Capital Securities will be in the form
contemplated by, and entitled to the benefits of, the Declaration.

                  (xvii)  Authorization of this Agreement. This Agreement has
been duly authorized, executed and delivered by each of the Offerors and
assuming due authorization, execution and delivery of this Agreement by the
Purchasers, this Agreement constitutes a valid, legal and binding agreement of
each of the Offerors, enforceable against each of the Offerors in accordance
with its terms, except to the extent that enforceability may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) (collectively,
the "Enforceability Exceptions").

                  (xviii) Authorization of Declaration. The Declaration has been
duly authorized by the Company and when duly executed and delivered by the
Company and the Administrator on the Closing Date, and assuming due
authorization, execution and delivery of the Declaration by the Institutional
Trustee and the Delaware Trustee, the Declaration will constitute a valid, legal
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except to the extent that enforceability may be
limited by the Enforceability Exceptions.

                  (xix)   Authorization of Guarantee Agreement. The Guarantee
Agreement has been duly authorized by the Company and when duly executed and
delivered by the Company on the Closing Date, and assuming due authorization,
execution and delivery of the Guarantee Agreement by the Guarantee Trustee, the
Guarantee Agreement will constitute a valid, legal and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except to
the extent that enforceability may be limited by the Enforceability Exceptions.

                  (xx)    Authorization of Indenture. The Indenture has been
duly authorized by the Company and when duly executed and delivered by the
Company on the Closing Date, and assuming due authorization, execution and
delivery of the Indenture by the Indenture Trustee, the Indenture will
constitute a valid, legal and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent that
enforceability may be limited by the Enforceability Exceptions.

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                  (xxi)    Authorization of Subordinated Debt Securities. The
Subordinated Debt Securities have been duly authorized by the Company and when
duly executed, authenticated and delivered on the Closing Date by the Company in
accordance with the Indenture and when authenticated in the manner provided for
in the Indenture and delivered by the Company to the Trust against payment
therefor as contemplated in the subscription agreement therefor, the
Subordinated Debt Securities will constitute valid, legal and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except to the extent that enforceability may be limited by the
Enforceability Exceptions; the Subordinated Debt Securities will be in the form
contemplated by, and entitled to the benefits of, the Indenture; the
Subordinated Debt Securities constitute indebtedness of the Company for United
States federal income tax purposes and the Company has no present intention to
exercise its option to defer payments of interest on the Subordinated Debt
Securities as provided in the Indenture.

                  (xxii)   Authorization of Administrator. The Administrator of
the Trust has been duly authorized by the Company to execute and deliver the
Declaration.

                  (xxiii)  Not an Investment Company. Neither the Trust nor the
Company is, and immediately following consummation of the transactions
contemplated hereby and the application of the net proceeds therefrom neither
the Trust nor the Company will be, an "investment company" or an entity
"controlled" by an "investment company", in each case within the meaning of
Section 3(a) of the Investment Company Act of 1940, as amended (the "1940 Act"),
without regard to Section 3(c) of the 1940 Act.

                  (xxiv)   Absence of Defaults and Conflicts. The Trust is not
in violation of the trust certificate of the Trust filed with the State of
Delaware (the "Trust Certificate") or the Declaration, and neither the Company
nor any of its subsidiaries is in violation of its charter, by-laws or code of
regulations; none of the Trust, the Company or any subsidiary of the Company is
in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or instrument to
which it is a party or by which it or any of them may be bound or to which any
of its properties or assets is subject (collectively, "Agreements and
Instruments"), except for such defaults under Agreements and Instruments that,
in the reasonable judgment of the Company, are not expected to result in a
Material Adverse Effect; and the execution, delivery and performance of the
Operative Documents by the Trust or the Company, as the case may be, the
issuance, sale and delivery of the Capital Securities and the Subordinated Debt
Securities, the consummation of the transactions contemplated by the Operative
Documents, and compliance by the Trust and the Company with the terms of the
Operative Documents to which they are a party have been duly authorized by all
necessary corporate action on the part of the Company and, on the Closing Date,
will have been duly authorized by all necessary action on the part of the Trust
and do not and will not, whether with or without the giving of notice or passage
of time or both, violate, conflict with or constitute a breach of, or default or
Repayment Event (as defined below) under, or result in the creation or
imposition of any, security interest, mortgage, pledge, lien, charge,
encumbrance, claim or equitable right upon any properties or assets of the Trust
or the Company or any of its subsidiaries pursuant to any of the Agreements and
Instruments, nor will such action result in any violation of the provisions of
the charter, by-laws or code of regulations of the Company or any of its
subsidiaries or the

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Declaration or the Trust Certificate, or violation by the Company or any of its
subsidiaries of any applicable law, statute, rule, regulation, judgment, order,
writ or decree of any government, government authority, agency (including,
without limitation, each applicable Regulatory Agency) or instrumentality or
court, domestic or foreign, having jurisdiction over the Trust or the Company or
any of its subsidiaries or their respective properties or assets (collectively,
"Governmental Entities"). As used herein, a "Repayment Event" means any event or
condition which gives the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder's behalf) the right to require
the repurchase, redemption or repayment of all or a portion of such indebtedness
by the Trust or the Company or any of its subsidiaries prior to its scheduled
maturity.

                  (xxv)    Absence of Labor Dispute. No labor dispute with the
employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is imminent, which, in the reasonable judgment of the Company,
in either case, is expected to result in a Material Adverse Effect.

                  (xxvi)   Absence of Proceedings. There is no action, suit,
proceeding, inquiry or investigation before or brought by any Governmental
Entity, now pending, or, to the knowledge of the Trust or the Company,
threatened, against or affecting the Trust or the Company or any of its
subsidiaries, which, in the reasonable judgment of the Trust or the Company is
expected to result in a Material Adverse Effect or materially and adversely
affect the consummation of the transactions contemplated by the Operative
Documents or the performance by the Trust or the Company of its obligations
hereunder or thereunder; and the aggregate of all pending legal or governmental
proceedings to which the Trust or the Company or any of its subsidiaries is a
party or of which any of their respective properties or assets is the subject,
including ordinary routine litigation incidental to the business, are not, in
the reasonable judgment of the Company or the Trust, expected to result in a
Material Adverse Effect.

                  (xxvii)  Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity, other than those that have been made or
obtained, is necessary or required for the authorization, execution, delivery or
performance by the Trust or the Company of their respective obligations under
the Operative Documents, the Subordinated Debt Securities or the Capital
Securities, as applicable, or the consummation by the Trust or the Company of
the transactions contemplated by the Operative Documents, except for any filings
pursuant to the 1934 Act or blue sky laws in the applicable states.

                  (xxviii) Possession of Licenses and Permits. Each of the
Trust, the Company and the subsidiaries of the Company possesses such permits,
orders, certificates, licenses, approvals, consents and other authorizations
(collectively, "Governmental Licenses") issued by the appropriate Governmental
Entities necessary to conduct the business now operated by it that is material
to the Trust or the Company and its subsidiaries considered as one enterprise;
each of the Trust, the Company and the subsidiaries of the Company is in
compliance with the terms and conditions of all of its Governmental Licenses,
except where the failure so to comply, in the reasonable judgment of the
Company, is not expected to, singularly or in the aggregate, have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full force and
effect, except where the invalidity of such Governmental Licenses or the failure
of

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such Governmental Licenses to be in full force and effect, in the reasonable
judgment of the Company, is not expected to have a Material Adverse Effect; and
none of the Trust, the Company or any subsidiary of the Company has received
notice of any proceeding, and to the knowledge of the Trust, the Company or any
subsidiary of the Company, there has been no threatened proceeding, relating to
the revocation, termination, suspension or modification of any such Governmental
Licenses which, singularly or in the aggregate, in the reasonable judgment of
the Company or the Trust, is expected to result in a Material Adverse Effect.

                  (xxix)   Title to Property. Each of the Trust, the Company and
the subsidiaries of the Company has good and marketable title to all of its
respective real and personal properties, in each case free and clear of all
liens, encumbrances and defects, except such as, in the reasonable judgment of
the Trust or the Company, singularly or in the aggregate, are not expected to
result in a Material Adverse Effect; and all of the leases and subleases under
which the Trust, the Company or any subsidiary of the Company holds properties
are in full force and effect, except when the failure of such leases and
subleases to be in full force and effect, in the reasonable judgment of the
Company, singularly or in the aggregate, is not expected to have a Material
Adverse Effect, and none of the Trust, the Company or any subsidiary of the
Company has any notice of any claim of any sort that has been asserted by anyone
adverse to the rights of the Trust, the Company or any subsidiary of the Company
under any of the leases or subleases under which the Trust, the Company or any
subsidiary of the Company holds properties, or affecting or questioning the
rights of such entity to the continued possession of the leased or subleased
premises under any such lease or sublease, except when such claim, in the
reasonable judgment of the Company, singularly or in the aggregate, is not
expected to have a Material Adverse Effect.

                  (xxx)    Stabilization. The Company has not taken and will not
take, directly or indirectly, any action designed to, or that might be
reasonably expected to, cause or result in stabilization or manipulation of the
price of the Capital Securities.

                  (xxxi)   No General Solicitation. Neither the Trust or the
Company nor any of their Affiliates (as defined in Rule 501(b) under the 1933
Act) or any person acting on its or any of their behalf (other than the
Purchasers, as to whom the Offerors make no representation) has engaged or will
engage, in connection with the offer and sale of the Capital Securities, in any
form of general solicitation or general advertising within the meaning of Rule
502(c) under the 1933 Act.

                  (xxxii)  No Directed Selling Efforts. Neither the Trust or the
Company nor any of their Affiliates or any person acting on its or any of their
behalf (other than the Purchasers, as to whom the Offerors make no
representation) has engaged or will engage in any directed selling efforts
within the meaning of Regulation S under the 1933 Act ("Regulation S") with
respect to the offer and sale of the Capital Securities.

                  (xxxiii) No Registration. Subject to compliance by the
Purchasers with the relevant provisions of Section 6 hereof and assuming the
accuracy of the representations and warranties of the Purchasers and the
Purchasers' compliance with the terms of this Agreement, it is not necessary in
connection with the offer, sale and delivery of the Capital Securities by the
Trust to the Purchasers and the subsequent sale by the Purchasers to their
respective Transferees

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(as defined in Section 2(a) hereof), in each case, in the manner contemplated by
this Agreement to register the Capital Securities, the guarantee as described in
the Guarantee Agreement or the Subordinated Debt Securities under the 1933 Act
or to qualify the Declaration, the Guarantee Agreement or the Indenture under
the Trust Indenture Act of 1939, as amended.

            (b)   Any certificate signed by any Trustee of the Trust or any duly
authorized officer of the Company or any of its subsidiaries and delivered to
the Purchasers or to counsel for the Purchasers shall be deemed a representation
and warranty by the Trust or the Company, as the case may be, to the Purchasers
as to the matters covered thereby.

            SECTION 2. Purchase and Sale; Closing.

            (a)   The Offerors propose to issue and sell the Capital Securities
on December 2, 2004 (or such other date mutually agreed to by the Offerors and
the Purchasers) (the "Closing Date") to each Purchaser hereto for $1,000 per
Capital Security. It is understood and agreed that the Purchasers intend to, and
may, transfer the Capital Securities to any other purchaser(s) selected by the
Purchasers (collectively, the "Transferees"), subject to Section 6(a); provided,
however, that any such transfer must be made in compliance with the registration
requirements of the Securities Act, or any other applicable securities laws or,
pursuant to an exemption therefrom. In addition, the Offerors agree that the
Purchasers and the Transferees shall be entitled to the benefit of, and to rely
on, the provisions of this Agreement to the extent such provisions address or
relate to the Purchasers or the Capital Securities to be purchased by the
Purchasers.

            (b)   Deliveries of certificates for the Capital Securities shall be
made by the Trust to or on behalf of the Purchasers at the offices of Sidley
Austin Brown & Wood LLP in The City of New York, and payment of the purchase
price for the Capital Securities shall be made by the Purchasers to the Trust by
wire transfer of immediately available funds to a bank designated by the Company
contemporaneous with closing on the Closing Date.

            Certificates for the Capital Securities in the aggregate liquidation
amount thereof shall be registered in such names as the respective Purchasers
shall designate.

            SECTION 3. Notice of Material Events. The Offerors covenant with the
Purchasers that, prior to a Purchaser's notification to the Offerors of the
transfer of the Capital Securities to a Transferee, the Offerors will
immediately notify each Purchaser, and confirm such notice in writing, of any
event or development that, in the reasonable judgment of the Company, is
expected to result in a Material Adverse Effect.

            SECTION 4. Payment of Expenses. Whether or not this Agreement is
terminated or the sale of the Capital Securities is consummated, the Company, as
borrower under the Subordinated Debt Securities, will pay all expenses incident
to the performance of its obligations under this Agreement, including (i) the
preparation, issuance and delivery of the certificates for the Capital
Securities and Subordinated Debt Securities and (ii) the fees and disbursements
of the Company's counsel, accountants and other advisors; provided, however,
that upon the sale of the Capital Securities on the Closing Date, the Purchasers
agree to reimburse the Offerors for such fees and expenses in the amount of
$10,000, and the Company

                                       10
<PAGE>

will pay all such fees and expenses in excess of $10,000. Notwithstanding the
foregoing, the fees and disbursements of any trustee appointed under any of the
Operative Documents and its counsel shall be paid as specified in the fee
agreement between the Company and Wilmington Trust Company.

            SECTION 5. Conditions of Purchasers' Obligations. The obligations of
each Purchaser on the Closing Date are subject to the accuracy of the
representations and warranties of the Offerors contained in Section 1 hereof or
in certificates of any Administrator of the Trust or any officer of the Company
or any of its subsidiaries delivered pursuant to the provisions hereof, to the
performance by the Offerors of their obligations hereunder, and to the following
further conditions:

            (a)   Opinion of Counsel for the Offerors. On the Closing Date, the
Purchasers shall have received the opinion, dated as of the Closing Date and
addressed to each of the Purchasers, of Choate, Hall & Stewart, special counsel
for the Offerors, in substantially the form set out in Annex A hereto, in form
and substance reasonably satisfactory to counsel for the Purchasers. Such
counsel may state that, insofar as such opinion involves factual matters, they
have relied, to the extent they deem proper, upon certificates of Administrator
of the Trust, officers of the Company or any of its subsidiaries and public
officials.

            (b)   Opinion of Special Delaware Counsel for the Trust. On the
Closing Date, the Purchasers shall have received the opinion, dated as of the
Closing Date, of Morris, James, Hitchens & Williams LLP, special Delaware
counsel for the Trust, in substantially the form set out in Annex B hereto, in
form and substance reasonably satisfactory to counsel for the Purchasers.

            (c)   Opinion of Special Tax Counsel for the Offerors. On the
Closing Date, the Purchasers shall have received an opinion, dated as of the
Closing Date, of Choate, Hall & Stewart, special tax counsel for the Offerors,
that (i) the Trust will be classified for United States federal income tax
purposes as a grantor trust and not as an association taxable as a corporation
and (ii) the Subordinated Debt Securities will constitute indebtedness of the
Company for United States federal income tax purposes, in substantially the form
set out in Annex C hereto. Such opinion may be conditioned on, among other
things, the initial and continuing accuracy of the facts, financial and other
information, covenants and representations set forth in certificates of officers
of the Company and other documents deemed necessary for such opinion.

            (d)   Opinion of Counsel to the Guarantee Trustee, the Institutional
Trustee, the Delaware Trustee and the Indenture Trustee. On the Closing Date,
the Purchasers shall have received the opinion, dated as of the Closing Date, of
Morris, James, Hitchens & Williams LLP, counsel for the Guarantee Trustee, the
Institutional Trustee, the Delaware Trustee and the Indenture Trustee, in
substantially the form set out in Annex D hereto, in form and substance
reasonably satisfactory to counsel for the Purchasers.

            (e)   Certificates. On the Closing Date, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the 1934 Act Reports, any Material Adverse Effect, and the Purchasers
shall have received a certificate of the Chairman, the Chief Executive Officer,
the President, any Executive Vice President or any Vice President of

                                       11
<PAGE>

the Company and of the Chief Financial Officer or Chief Accounting Officer of
the Company and a certificate of the Administrator of the Trust, dated as of the
Closing Date, to the effect that (i) there has been no such Material Adverse
Effect, (ii) the representations and warranties in Section 1 hereof were true
and correct when made and are true and correct with the same force and effect as
though expressly made on and as of the Closing Date, and (iii) the Offerors have
complied with all agreements and satisfied all conditions on their part to be
performed or satisfied on or prior to the Closing Date.

            (f)   Maintenance of Ratings. From the date of this Agreement
through the Closing Date, there shall not have occurred a downgrading in or
withdrawal of the rating assigned to any debt securities or preferred stock of
the Company or any of its subsidiaries by any "nationally recognized statistical
rating organization," as that term is defined by the Commission for the purposes
of Rule 436(g)(2) under the 1933 Act, and no such organization shall have
publicly announced that it has under surveillance or review its rating of any
debt securities or preferred stock of the Company or any of its subsidiaries.

            (g)   Additional Documents. On the Closing Date, the Purchasers
shall have been furnished such documents and opinions as they may reasonably
request in connection with the issue, sale and delivery of the Capital
Securities; and all proceedings taken by the Offerors in connection with the
issuance, sale and delivery of the Capital Securities shall be satisfactory in
form and substance to the Purchasers.

            (h)   Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by a Purchaser as to its obligations hereunder by
notice to the Offerors at any time on or prior to the Closing Date. If the sale
of the Capital Securities provided for herein is not consummated because any
condition set forth in Section 5(a), (b), (c), (d), (e), (f), (g) or (h) is not
satisfied, because of any termination pursuant to Section 10(a)(i) hereof or
because of any refusal, inability or failure on the part of the Offerors to
perform any agreement herein or comply with any provision hereof, the Company
will (i) reimburse the Purchasers upon demand for all documented out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by the Purchasers in connection with the proposed sale, which
shall not, in the aggregate, exceed $25,000 and (ii) not withstanding clause
(i), reimburse the Purchasers upon demand for all documented expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
the Purchasers in connection with any related hedge expenses and hedge
termination fees. In addition, such termination shall be subject to Section 4
hereof, and Sections 7 and 8 hereof shall survive any such termination and
remain in full force and effect.

            SECTION 6. Offers and Sales of the Capital Securities.

            (a)   Offer and Sale Procedures. Each Purchaser, as to itself, and
the Offerors hereby establish and agree to observe the following provisions with
respect to the offer, issue, sale and transfer of the Capital Securities:

                  (i)   Representation of the Purchasers. Each Purchaser
represents and warrants that (1) it is an "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3), (7),

                                       12
<PAGE>

or (8) under the 1933 Act and that it is purchasing the Capital Securities for
its own account, for investment and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the 1933 Act or other
applicable securities laws, subject to any requirement of law that the
disposition of its property be at all times within its control and subject to
its ability to resell such Capital Securities pursuant to an effective
registration statement under the 1933 Act or pursuant to an exemption therefrom
or in a transaction not subject thereto or (2) (a) it is not a "U.S. person" (as
such term is defined in Rule 902 under the Securities Act), (b) it is not
acquiring the Capital Securities for the account or benefit of any U.S. person
and (c) the offer and sale of Capital Securities to it constitutes an "offshore
transaction" under Regulation S under the 1933 Act.

                  (ii)  Offers by and Sales by the Purchasers. Offers and sales
of the Capital Securities will be made by a Purchaser to a Transferee(s) only in
a transaction or transactions not requiring registration under the 1933 Act.

                  (iii) No General Solicitation. No general solicitation or
general advertising (within the meaning of Rule 502(c) under the 1933 Act) has
been or will be used in connection with the offer and sale of the Capital
Securities.

                  (iv)  No Directed Selling Efforts. No directed selling efforts
(within the meaning of Regulation S) have been or will be used with respect to
the offer and sale of the Capital Securities.

                  (v)   Certain Acknowledgements and Agreements. Each Purchaser,
as to itself, acknowledges and agrees, and prior to or contemporaneously with
the purchase of the Capital Securities, each Purchaser will take reasonable
steps to assure that the Capital Securities (A) have not been and will not be
registered under the 1933 Act, (B) are being sold without registration under the
1933 Act in accordance with an exemption from, or in a transaction not subject
to, the registration requirements of the 1933 Act and (C) may not be offered,
sold or otherwise transferred except in accordance with the legend set forth in
Annex F hereto.

            (b)   Covenants of the Offerors. Each of the Offerors, jointly and
severally, covenant with the Purchasers as follows:

                  (i)   Due Diligence. In connection with the purchase of the
Capital Securities and for a period of time not to exceed one year from the
Closing Date, the Offerors agree that, while a Purchaser or its Transferee is
the holder of Capital Securities, such Purchaser or Transferee, as the case may
be, shall have the right to make reasonable inquiries into the business of the
Trust, the Company and the subsidiaries of the Company. The Offerors also agree
to provide answers to such Purchaser and Transferee, if requested, concerning
the Trust, the Company and the subsidiaries of the Company (to the extent that
such information is available or can be acquired and made available without
unreasonable effort or expense and to the extent the provision thereof is not
prohibited by applicable law) and the terms and conditions of the offering of
the Capital Securities and the Subordinated Debt Securities.

                  (ii)  Integration. The Offerors agree that they will not, and
will cause their Affiliates not to, during the six month period commencing on
the Closing Date, make any

                                       13
<PAGE>

offer or sale of securities of the Offerors of any class if, as a result of the
doctrine of "integration" referred to in Rule 502 under the 1933 Act, such offer
or sale would render invalid the exemption from the registration requirements of
the 1933 Act provided by Section 4(2) thereof or by Rule 144A or otherwise.

                  (iii) Restriction on Repurchases. Until the expiration of two
(2) years (or such shorter period as may hereafter be referred to in Rule 144(k)
(or similar successor rule)) after the original issuance of the Capital
Securities, the Offerors will not, and will cause their Affiliates not to,
purchase or agree to purchase or otherwise acquire any Capital Securities which
are "restricted securities" (as such term is defined under Rule 144(a)(3) under
the 1933 Act), whether as beneficial owner or otherwise, unless, immediately
upon any such purchase, the Offerors or any Affiliate shall submit such Capital
Securities to the Institutional Trustee for cancellation.

            SECTION 7. Indemnification.

            (a)   Indemnification of the Purchasers. Each of the Offerors agree,
jointly and severally, to indemnify and hold harmless: (x) each Purchaser, (y)
each person, if any, who controls (within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act) a Purchaser (each such person, a "controlling
person") and (z) the respective partners, directors, officers, employees and
agents of each Purchaser or any such controlling person, as follows:

                  (i)   against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, relating to or arising out of, or based upon,
in whole or in part, (A) any untrue statement or alleged untrue statement of a
material fact included in the 1934 Act Reports, or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; (B) any untrue statement or alleged untrue statement of material
fact contained in any information (whether written or oral) or documents
executed in favor of or furnished or made available to the Purchasers by the
Offerors; (C) any omission or alleged omission to state in any information
(whether written or oral) or documents executed in favor of or furnished or made
available to the Purchasers by the Offerors a material fact necessary to make
the statements therein not misleading; or (D) the breach or alleged breach of
any representation, warranty and agreement of any Offeror contained herein;

                  (ii)  against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, or breach or alleged breach of any such representation,
warranty or agreement; provided, that (subject to Section 7(c) hereof) any such
settlement is effected with the written consent of the Offerors; and

                  (iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by the Purchasers),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based

                                       14
<PAGE>

upon any such untrue statement or omission, or any such alleged untrue statement
or omission, or breach or alleged breach of any such representation, warranty or
agreement, to the extent that any such expense is not paid under (i) or (ii)
above;

provided, however, that the Company agrees to indemnify and hold harmless the
Trust against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, which is due from the Trust pursuant to the foregoing.

            (b)   Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof, and in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. Counsel to the indemnified parties shall be selected
by mutual agreement of the Purchasers. An indemnifying party may participate at
its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 7 or Section 8 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

            (c)   Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have validly requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 7(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement, provided, however, that an indemnifying party shall
not be liable for any such settlement effected without its consent if such
indemnifying party (1) reimburses such indemnified party with respect to those
fees and expenses of counsel that it determines in good faith are reasonable and
(2) provides written notice within 10 days after receipt of the request for
reimbursement to the indemnified party substantiating the unpaid balance as
unreasonable, in each case prior to the date of such settlement.

                                       15
<PAGE>

            SECTION 8. Contribution. In order to provide for just and equitable
contribution in circumstances under which the indemnification provided for in
Section 7 hereof is for any reason held to be unenforceable for the benefit of
an indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Offerors, on the
one hand, and the Purchasers, on the other hand, from the offer and sale of the
Capital Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Offerors, on the one hand, and the
Purchasers, on the other hand, in connection with the statements, omissions or
breaches which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

            The relative benefits received by the Offerors, on the one hand, and
the Purchasers, on the other hand, in connection with the offer and sale of the
Capital Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offer and sale of the
Capital Securities pursuant to this Agreement (before deducting expenses)
received by the Offerors and the total commissions received by the Purchasers
bear to the aggregate of such net proceeds and commissions.

            The Offerors and the Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
or per capita allocation (even if the Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 8. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 8 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement, omission or alleged omission or breach or alleged breach.

            Notwithstanding the provisions of this Section 8, a Purchaser shall
not be required to contribute any amount in excess of the total commissions
received by it.

            No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

            For purposes of this Section 8, each person, if any, who controls a
Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act and the respective partners, directors, officers, employees and agents
of a Purchaser or any such controlling person shall have the same rights to
contribution as the Purchasers, while each officer and director of the Company,
each Trustee of the Trust and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Offerors.

                                       16
<PAGE>

            SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements of the parties
contained in this Agreement or in certificates of officers of the Company or
Trustees of the Trust submitted pursuant hereto shall remain operative and in
full force and effect, and shall survive delivery of the Capital Securities by
the Trust.

            SECTION 10. Termination of Agreement.

            (a)   Termination; General. This Agreement may be terminated by the
Purchasers, acting unanimously, by notice to the Offerors, at any time on or
prior to the Closing Date if, since the time of execution of this Agreement or,
in the case of (i), since the respective dates as of which information is given
in the 1934 Act Reports, (i) there has occurred any Material Adverse Effect, or
(ii) there has occurred any material adverse change in the financial markets in
the United States, any outbreak of hostilities or escalation thereof or any
other calamity or crisis, or any change or development involving political,
financial or economic conditions, in each case the effect of which is such as to
make it, in the judgment of such Purchaser, impracticable to market the Capital
Securities or to enforce contracts for the sale of the Capital Securities, or
(iii) trading in any securities of the Company has been suspended or limited by
the Commission or any national stock exchange or market on or in which such
securities are traded or quoted, or if trading generally on the American Stock
Exchange, the New York Stock Exchange or the Nasdaq National Market has been
suspended or limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, the National Association of
Securities Dealers or any other governmental authority, or (iv) a banking
moratorium has been declared by United States federal, Delaware, Massachusetts
or New York authorities.

            (b)   Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 and Section 5(h) hereof, and provided
further that Sections 1, 7 and 8 hereof shall survive such termination and
remain in full force and effect.

            SECTION 11. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the Purchasers
shall be directed to each of (i) Sandler O'Neill & Partners, L.P., as follows:
919 Third Avenue, 6th Floor, New York, New York 10022, Attention: Thomas W.
Killian, Principal, with a copy to Sidley Austin Brown & Wood LLP, 787 Seventh
Avenue, New York, New York 10019, Attention: Edward F. Petrosky, (ii) First
Tennessee Bank National Association, 845 Crossover Lane, Suite 150, Memphis,
Tennessee 38117, Attention: David Work, with a copy to Lewis, Rice & Fingersh,
L.C., 500 N. Broadway, Suite 2000, St. Louis, Missouri 63102, Attention: Thomas
C. Erb, (iii) Keefe, Bruyette & Woods, Inc., 787 7th Avenue, 4th Floor, New
York, New York 10019, Attention: Peter Wirth, with a copy to Lewis, Rice &
Fingersh, L.C., 500 N. Broadway, Suite 2000, St. Louis, Missouri 63102,
Attention: Thomas C. Erb; and notices to the Offerors shall be directed to
Century Bancorp, Inc., 400 Mystic Avenue, Medford, Massachusetts 02155,
Attention: Paul V. Cusick, Jr., with a copy to Choate, Hall & Stewart, 53 State
Street, Boston, Massachusetts 02109-2804, Attention: William P. Gelnaw, Jr.,
P.C..
                                       17
<PAGE>

            SECTION 12. Parties. This Agreement shall inure to the benefit of
and be binding upon each of the Purchasers and the Offerors and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Purchasers, their respective Transferees and the Offerors, and their respective
successors and the controlling persons and other persons referred to in Sections
1, 7 and 8 hereof and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the Purchasers,
their respective Transferees and the Offerors and their respective successors,
and said controlling persons and other persons and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.

            SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES OF SAID STATE OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW.

            EACH OF THE TRUST AND THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE
CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO
THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY
DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY
SUCH COURT. EACH OF THE TRUST AND THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            THE SIGNATURE PAGES TO THIS AGREEMENT SHALL BE DEEMED TO BE
DELIVERED IN THE STATE OF NEW YORK.

            SECTION 14. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                                       18
<PAGE>

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Purchasers and the Offerors in accordance with its terms.

                               Very truly yours,

                               CENTURY BANCORP, INC.

                               By: /s/ Barry R. Sloane
                                   ----------------------------------------
                                   Name: Barry R. Sloane
                                   Title: Executive Vice President

                               CENTURY BANCORP CAPITAL TRUST II

                               By: Century Bancorp, Inc., in its capacity as the
                                   Sponsor of Century Bancorp Capital Trust II

                                   By: /s/ Barry R. Sloane
                                       ------------------------------------
                                   Name: Barry R. Sloane
                                   Title: Executive Vice President

<PAGE>

CONFIRMED AND ACCEPTED,
as of the date first above written:

SANDLER O'NEILL & PARTNERS, L.P.

By:   Sandler O'Neill & Partners Corp.,
      the sole general partner

      By: /s/ Robert A. Kleinert
          ------------------------------------
          Name: Robert A. Kleinert
          Title: An Officer of the Corporation

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By: /s/ David S. Work
    ------------------------------------
Name: David S. Work
Title: Executive Vice President

KEEFE, BRUYETTE & WOODS, INC.

By: /s/ Peter J. Wirth
    ------------------------------------
Name: Peter J. Wirth
Title: Managing Director


<PAGE>

                                   SCHEDULE A

                                 [PRICING TERMS]

<PAGE>

              SCHEDULE TO SECTION 1(viii) OF THE PURCHASE AGREEMENT

On October 3, 2002, the Company received a letter from the Federal Deposit
Insurance Corporation (the "FDIC") requesting that the board of directors of the
Company (the "Board") adopt resolutions to address certain deficiencies
contained in the June 10, 2002 Report of Examination. These deficiencies were
related solely to flood hazard and non-material ministerial regulations. The
Board adopted the requested resolutions and the Company implemented a plan to
address these deficiencies. Although the Company has not yet received anything
in writing, it was verbally informed by the FDIC that the matter is closed.

<PAGE>

                                                                         ANNEX A

Pursuant to Section 5(a) of the Purchase Agreement, special counsel for the
Offerors shall deliver an opinion in substantially the following form:

                              ______________, 2004

SANDLER O'NEILL & PARTNERS, L.P.
919 Third Avenue, 6th Floor
New York, New York  10022

FIRST TENNESSEE BANK NATIONAL ASSOCIATION
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117

KEEFE, BRUYETTE & WOODS, INC.
787 7th Avenue
4th Floor
New York, New York 10019

Ladies and Gentlemen:

      We have acted as special counsel to Century Bancorp Capital Trust II, a
statutory trust organized under the Delaware Statutory Trust Act, 12 Del. C.
Section 3801 et seq. (the "TRUST"), and Century Bancorp, Inc., a Massachusetts
corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), in
connection with the issue and sale by the Trust of 35,000 MMCapS(SM)
(liquidation amount $1,000 per security) of the Trust pursuant to a Purchase
Agreement dated as of November ___, 2004 (the "PURCHASE AGREEMENT") by and among
the Trust, the Company and you.

      This opinion is being delivered to you pursuant to Section 5(a) of the
Purchase Agreement. Capitalized terms used in this opinion which are not
otherwise defined have the meanings set forth in the Purchase Agreement.

      In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "OPERATIVE DOCUMENTS" and, each individually, an
"OPERATIVE DOCUMENT"):

      1)    the Purchase Agreement;

      2)    the Indenture;

      3)    the Guarantee Agreement; and

      4)    the Declaration.

                                       1
<PAGE>

      Other than our opinions with respect to the Capital Securities and the
Subordinated Debt Securities, we express no opinion as to any of the agreements,
documents or instruments referred to herein other than the Operative Documents.

      In rendering this opinion, we have also examined originals or copies,
certified or otherwise identified to our satisfaction (the accuracy and
completeness of which we have assumed without investigation), of the charter,
by-laws or other organizational documents of the Trust, the Company and Century
Bank and Trust Company (the "BANK") and such other corporate records,
certificates of public officials, documents, other certificates and instruments,
and we have made such other investigations, as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. In delivering
our opinion, we have assumed the genuineness of all signatures on original or
certified copies, the conformity to original or certified copies of all copies
submitted to us as conformed or reproduction copies and the legal capacity of
natural persons.

      We note that we do not act as general counsel to the Company or the Bank,
and that we do not represent the Company or the Bank in connection with any
pending or threatened litigation or in connection with the Company's public
securities or bank regulatory filings. As to matters of fact relevant to this
opinion, we have relied solely upon (and have assumed without investigation the
accuracy and truthfulness of) written certificates, statements and
representations of officers and other representatives of the Trust and/or the
Company (including, without limitation, the representations and warranties of
the Trust and the Company contained in the Purchase Agreement), the
representations and warranties of the other parties contained in the Purchase
Agreement, and upon certificates of public officials. We have made no
independent investigation as to any factual matters in connection with the
issuance of this opinion, and any limited inquiry undertaken by us during the
preparation of this opinion should not in any way be regarded as such an
investigation. As to matters which are stated to be to our knowledge, we are
referring to the actual knowledge only of those attorneys at Choate, Hall &
Stewart who have actively participated in our representation of the Offerors in
connection with the transactions contemplated by the Operative Documents.

      Our opinions contained herein relating to enforceability are subject to
the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer, fraudulent conveyance, equitable subordination, marshaling or other
similar laws or doctrines now or hereafter in effect relating to creditors'
rights and remedies generally, (ii) the application of principles of equity
(regardless of whether considered at a proceeding in equity or at law)
including, without limitation, the principle that equitable remedies, such as
the remedy of specific performance, are subject to the discretion of the court
before which any proceeding therefor may be brought, and (iii) duties and
standards imposed on parties including, without limitation, duties of good faith
and fair dealing.

      We express no opinion as to any provision contained in the Operative
Documents (i) providing for indemnification and/or contribution, (ii) releasing,
exculpating or exempting a party from, liability for its own action or inaction
to the extent such action or inaction is wrongful, willful, reckless, grossly
negligent or unlawful or where such indemnification, release, exculpation or
exemption is contrary to law or public policy, (iii) purporting to waive (or
having the effect of waiving) any rights under the Constitution or laws of the
United States of America

                                       2
<PAGE>

or any state, (iv) providing for, or having the effect of, releasing any person
prospectively from liability for its own wrongful or negligent acts, or breach
of such documents and instruments, (v) specifying the jurisdiction the laws of
which shall be applicable thereto or specifying or limiting the jurisdictions
before the courts of which cases relating to the Operative Documents may be
brought, (vi) restricting access to legal or equitable remedies, (vii) providing
that the failure to exercise any right, remedy or option under any Operative
Document shall not operate as a waiver thereof, (viii) to the effect that
amendments, waivers and modifications to the Operative Documents may only be
made in writing, (viii) purporting to establish any evidentiary standard or (ix)
granting any power of attorney. Our opinions are also subject to the
qualification that certain provisions of the Operative Documents may be
unenforceable in whole or in part; however, the inclusion of such provisions in
such documents does not render any of the Operative Documents invalid and each
Operative Document contains adequate provisions for the practical realization of
the principal rights and benefits purported to be afforded thereby, except for
the economic consequences of any delay that may arise from the unenforceability
of any particulars of any such provision.

      In rendering this opinion, we have assumed that no party will exercise any
right or remedy except in an equitable and commercially reasonable manner and in
good faith, that each party to any of the Operative Documents has received the
agreed upon consideration. We have also assumed that each party to the Operative
Documents (other than the Company) has all requisite power and authority and has
taken all necessary corporate or other action (including, without limitation,
obtaining all governmental approvals, authorizations and consents and making all
necessary filings with all applicable governmental entities required on its
part) necessary to authorize, execute, enter into and perform its obligations
under each Operative Document to which it is a party and to effect the
respective transactions contemplated thereby, and that each such Operative
Document constitutes the legal, valid and binding obligation of each such other
party (other than the Trust and the Company) and is enforceable against each
such other party in accordance with the respective terms thereof. We have also
assumed that all laws, rules, regulations and decisions applicable to this
opinion are generally available in terms of access and distribution following
publication or other release and are in a format which makes legal research
reasonably feasible.

      Our opinions expressed in paragraphs 1 and 4 below as to the valid
existence and good standing of the Company and the Bank, respectively, are based
solely upon certificates of legal existence and good standing issued by the
Secretary of The Commonwealth of Massachusetts dated __________, 2004 and
_________, 2004, respectively, and such opinions are, accordingly, rendered as
of the dates of such certificates. Our opinion expressed in paragraph 3 is based
solely upon a certificate issued by the Federal Reserve Bank of Boston dated
November ___, 2004 and such opinion is, accordingly, rendered as of the date of
such certificate. Our opinion expressed in paragraph 5 is based solely upon a
certificate issued by the Federal Deposit Insurance Corporation dated _______,
2004 and such opinion is, accordingly, rendered as of the date of such
certificate. For purposes of our opinion in paragraph 6 below, (i) we express no
opinion as to compliance by the Trust or the Company with so-called "blue-sky"
or state securities laws of any jurisdiction and (ii) such opinion is based on a
review of, and is limited to, those laws and regulations which in our experience
are generally applicable to transactions of the type contemplated by the
Operative Documents. In rendering the opinion set forth in paragraph

                                       3
<PAGE>

11 below, with your permission, we have not reviewed the dockets or other
records of any court or other body.

      We are not members of the bar of any jurisdiction pertinent hereto except
The Commonwealth of Massachusetts. Accordingly, we express no opinion as to the
laws of any state or jurisdiction other than the federal laws of the United
States of America and the internal laws of The Commonwealth of Massachusetts
(without giving effect to conflicts of laws principles) that, in each case, in
our experience, are normally applicable to transactions of the type contemplated
by the Operative Documents. We note that certain of the Operative Documents
provide that they shall be governed by and construed in accordance with the laws
of the State of New York, and that we are not rendering any opinion herein with
respect to New York law. Therefore, we are rendering our opinions herein as to
the enforceability and effect of the Operative Documents based, with your
permission, on the assumption that the internal laws of Massachusetts (excluding
its conflicts of laws principles), rather than the laws of New York, would
govern (as to which we express no opinion). If any Operative Document is not, in
fact, legal, valid, binding and enforceable in accordance with its terms under
New York law, such Operative Document may not be enforced by a Massachusetts
court or United States federal court or other court applying Massachusetts law
under applicable conflicts of laws principles.

      Based upon and subject to the foregoing and to the last paragraph of this
letter, we are of the opinion that:

      1.    The Company is validly existing in corporate good standing under the
laws of The Commonwealth of Massachusetts.

      2.    The Company has corporate power and authority to (i) execute and
deliver, and to perform its obligations under, the Operative Documents to which
it is a party and (ii) issue and perform its obligations under the Subordinated
Debt Securities.

      3.    The Company is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.

      4.    The Bank is validly existing and in good standing under the laws of
The Commonwealth of Massachusetts; and, to the best of our knowledge, all of the
issued and outstanding shares of capital stock of the Bank are owned of record
by the Company.

      5.    The deposit accounts of the Bank are insured by the Federal Deposit
Insurance Corporation up to the maximum amount allowable under applicable law
and, to our knowledge, no proceeding for the termination of such insurance is
pending or threatened.

      6.    Except as set forth in the following sentence, no consent, approval,
authorization or order of or filing, registration or qualification with any
Governmental Entity is required under any law or regulation of the United States
or The Commonwealth of Massachusetts in connection with the authorization,
execution, delivery and performance by the Company of the Operative Documents or
the Subordinated Debt Securities and the consummation of the transactions
contemplated thereby except as have already been obtained or made. We note that
the Company will be required to make certain securities law filings following
the Closing Date in connection with the transactions contemplated by the
Purchase Agreement.

                                       4
<PAGE>

      7.    The Purchase Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery
by each of other parties thereto, constitutes a valid and binding instrument of
the Company, enforceable against the Company in accordance with its terms.

      8.    The Declaration has been duly authorized, executed and delivered by
the Company and the Administrator.

      9.    Each of the Guarantee Agreement and the Indenture has been duly
authorized, executed, and delivered by the Company and, assuming due
authorization, execution and delivery by the Guarantee Trustee and the Indenture
Trustee, respectively, constitutes a valid and binding instrument of the
Company, enforceable against the Company in accordance with its terms.

      10.   The Subordinated Debt Securities have been duly authorized,
executed, authenticated and delivered by the Company and, when authenticated by
the Indenture Trustee in the manner provided for in the Indenture and delivered
against payment therefor, will constitute valid and binding obligations of the
Company and entitle the holders thereof to the benefits of the Indenture,
enforceable against the Company in accordance with their terms.

      11.   The execution, delivery and performance of the Operative Documents,
the Subordinated Debt Securities and the Capital Securities, as applicable, by
the Company and the Trust and the consummation by the Company and the Trust of
the transactions contemplated by the Operative Documents, as applicable, will
not result in any violation of the charter or bylaws of the Company or the Bank,
the Declaration, and the Trust Certificate, or, to our knowledge, any judgment,
order or decree of any Governmental Entity having jurisdiction over the Company
or the Bank, or any law or administrative regulation of Massachusetts applicable
to the Company or the Bank.

      12.   Assuming (i) the accuracy of the representations and warranties of
all parties to, and compliance by all parties with the agreements contained in,
the Purchase Agreement and (ii) that the Capital Securities are sold in the
manner contemplated by, and in accordance with, the Purchase Agreement and the
Declaration, it is not necessary in connection with the offer, sale and delivery
of the Capital Securities by the Trust to the Purchasers to register the Capital
Securities, the Guarantee Agreement or the Subordinated Debt Securities under
the 1933 Act or to qualify an indenture under the Trust Indenture Act of 1939,
as amended.

      13.   Neither the Company nor the Trust is, and, following the issuance of
the Capital Securities and the consummation of the transactions contemplated by
the Operative Documents and the application of the proceeds therefrom, neither
the Company nor the Trust will be, an "investment company" or entity
"controlled" by an "investment company", in each case within the meaning of
Section 3(a) of the 1940 Act, without regard to Section 3(c) of such Act.

      Except as specifically stated herein, we render no opinion on matters
relating to the Operative Documents or the transactions contemplated thereby.
This opinion is given and speaks only as of the date hereof and is limited to
our knowledge of the facts and the laws, statutes, rules and regulations, and
judicial and administrative interpretations thereof, as currently

                                       5
<PAGE>

in effect, and assumes no event will take place in the future which will affect
the opinions set forth herein. These are all subject to change, possibly with
retroactive effect. We assume no obligation to advise you of changes of any kind
that may hereafter be brought to our attention, even if such changes would
affect our opinion, or to update or supplement this opinion after the date
hereof. This opinion is for your exclusive use and benefit only in connection
with the transactions contemplated by the Operative Documents and may not be
furnished by you to any other person or used for any other purpose without our
prior written consent.

                                          Very Truly Yours,

                                          CHOATE, HALL & STEWART

                                       6
<PAGE>

                                                                         ANNEX B

            Pursuant to Section 5(b) of the Purchase Agreement, special Delaware
counsel for the Trust shall deliver an opinion in substantially the following
form:

            1.    The Trust has been duly formed and is validly existing in good
standing as a statutory trust under the Delaware Act.

            2.    The Declaration constitutes a valid and binding obligation of
the Sponsor and Trustees party thereto, enforceable against such Sponsor and
Trustees in accordance with its terms.

            3.    Under the Delaware Act and the Declaration, the Trust has the
requisite trust power and authority (i) to own its properties and conduct its
business, all as described in the Declaration, (ii) to execute and deliver, and
perform its obligations under, the Operative Documents to which it is a party,
(iii) to authorize, issue, sell and perform its obligations under its Capital
Securities and Common Securities, and (iv) to purchase and hold the Subordinated
Debt Securities.

            4.    The Capital Securities have been duly authorized for issuance
by the Trust and, when issued, executed and authenticated in accordance with the
Declaration and delivered against payment therefor in accordance with the
Declaration and the Purchase Agreement, will be validly issued and, subject to
the qualifications set forth in paragraph 5 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust and the holders of the
Capital Securities will be entitled to the benefits provided by the Declaration.

            5.    Each holder of Capital Securities, in such capacity, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note, however, that the holders of the Capital
Securities may be required to make payment or provide indemnity or security as
set forth in the Declaration.

            6.    Under the Declaration and the Delaware Act, the issuance of
the Capital Securities and Common Securities is not subject to preemptive
rights.

            7.    The Common Securities have been duly authorized for issuance
by the Trust and, when issued and executed in accordance with the Declaration
and delivered against payment therefor in accordance with the Declaration and
the subscription agreement therefor, will be validly issued undivided beneficial
interests in the assets of the Trust and the holders of the Common Securities
will be entitled to the benefits provided by the Declaration.

            8.    Under the Declaration and the Delaware Act, the execution and
delivery by the Trust of the Operative Documents to which it is a party, and the
performance by the Trust of its obligations thereunder, have been duly
authorized by the requisite trust action on the part of the Trust.

            9.    The issuance and sale by the Trust of its Capital Securities
and Common Securities, the execution, delivery and performance by the Trust of
the Operative Documents to

                                       B-1
<PAGE>

which it is a party, the consummation by the Trust of the transactions
contemplated by the Operative Documents to which it is party, and the compliance
by the Trust with its obligations thereunder are not prohibited by (i) the
Declaration or the Trust Certificate, or (ii) any law or administrative
regulation of the State of Delaware applicable to the Trust.

            10.   No authorization, approval, consent or order of any Delaware
court or Delaware governmental authority or Delaware agency is required to be
obtained by the Trust solely in connection with the issuance and sale by the
Trust of its Capital Securities and Common Securities, the due authorization,
execution and delivery by the Trust of the Operative Documents to which it is a
party or the performance by the Trust of its obligations under the Operative
Documents to which it is a party.

            11.   The holders of the Capital Securities (other than those
holders who reside or are domiciled in the State of Delaware) will have no
liability for income taxes imposed by the State of Delaware solely as a result
of their participation in the Trust, and the Trust will not be liable for any
income tax imposed by the State of Delaware.

                                       B-2
<PAGE>

                                                                         ANNEX C

Pursuant to Section 5(c) of the Purchase Agreement, special tax counsel for the
Offerors shall deliver an opinion in substantially the following form:

We have acted as special tax counsel for Century Bancorp, Inc., a Massachusetts
corporation (the "Company"), in connection with the Purchase Agreement, dated as
of __________ (the "Purchase Agreement"), among Sandler O'Neill & Partners, L.P.
and the other purchasers named therein (the "Purchasers"), the Company, and
Century Bancorp Capital Trust II, organized under the Business Trust Act of the
State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C.
Sections 3801, et seq. (the "Trust"), relating to the issue and sale by the
Trust and the purchase by the Purchasers of 35,000 MMCaps(SM) (the "Capital
Securities"), (liquidation amount $1,000 per Capital Security)representing
undivided beneficial interest in the assets of the Trust.

      The Capital Securities are guaranteed (the "Guarantee") by the Company
with respect to the payment of distributions and payments upon liquidation,
redemption and otherwise pursuant to, and to the extent set forth in, the
Guarantee Agreement, dated as of _____________ (the "Guarantee Agreement"),
between the Company and Wilmington Trust Company, a Delaware banking corporation
(the "Bank"), as guarantee trustee, for the benefit of the holders of the
Capital Securities.

      In connection with the issuance of the Capital Securities, the Trust is
also issuing ________ of its common securities (liquidation amount of $1,000 per
common security) (the "Common Securities"), representing undivided beneficial
interest in the assets of the Trust.

      The Capital Securities and the Common Securities are being issued pursuant
to the Amended and Restated Declaration of Trust of the Trust, dated as of
_____________ (the "Declaration"), among the Company, as Sponsor, Wilmington
Trust Company, as Trustee, and the Administrator named therein.

      The entire proceeds from the sale of the Capital Securities and the Common
Securities are to be used by the Trust to purchase $36,083,000 aggregate
principal amount of Fixed/Floating Rate Junior Subordinated Debt Securities due
2034 (the "Debt Securities") to be issued by the Company. The Debt Securities
are to be issued pursuant to an indenture, dated as of _________ (the
"Indenture"), between the Company and the Bank, as trustee (the "Debt Trustee").

      This opinion is being furnished pursuant to paragraph 5(c) of the Purchase
Agreement.

      In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust (the "Certificate of Trust") filed by the Trust with the Secretary of
State of Delaware on _____________;] (ii) the Declaration (including the
designation of the terms of the Capital Securities and the Common Securities
annexed thereto); (iii) the Guarantee Agreement; (iv) the Indenture; (v) the
form of Debt Securities and a specimen certificate thereof; (vii) the Purchase
Agreement; and (viii) the form of the Capital Securities. Furthermore, we have
relied upon certain statements and representations made by officers of the
Company. We also have examined originals or copies,

                                       C-1
<PAGE>

certified or otherwise identified to our satisfaction, of such records of the
Company and the Trust and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

      Our opinion is conditioned on, among other things, the initial and
continuing accuracy of the facts, information, covenants and representations set
forth in the documents referred to above and the statements and representations
made by the Company and the Trust. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. Finally, we have
assumed that the Trust will not file any election that could affect its
classification for federal income tax purposes.

      In rendering our opinion, we have considered the current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
(proposed, temporary and final) promulgated thereunder, judicial decisions and
Internal Revenue Service rulings, all as in effect on the date hereof. The
relevant authorities are subject to change, and any such change may be
retroactive in effect. A change in any of the authorities upon which our opinion
is based could affect our conclusions. We assume no responsibility to inform you
of any such changes. There can be no assurances, moreover, that any of the
opinions expressed herein will be accepted by the Internal Revenue Service or,
if challenged, by a court.

      Further, with respect to our opinion set forth below concerning the
classification of the Debt Securities as indebtedness of the Company, we note
that there are not any clear statutory or regulatory rules with respect to the
classification of a financial instrument as debt or equity for federal income
tax purposes. Instead, a judgment must be made, in light of existing case law,
on the basis of all of the surrounding facts and circumstances, including the
terms of an instrument. We note also that the Internal Revenue Service has
indicated that it will scrutinize certain long-maturity instruments to determine
if debt classification is appropriate. Our opinion set forth below reflects our
evaluation of the facts and circumstances and our judgment that, although in
these circumstances the classification of the Debt Securities is not a matter
entirely free from doubt, the Debt Securities will be classified as indebtedness
based on all of the relevant factors, including the various terms of the Debt
Securities that are consistent with such classification, the Company's treatment
of the debentures as debt, and the available facts concerning the Company's
financial condition, including the ratio of its liabilities to its equity. Of
course, depending upon the terms and effective date of legislation that might be
enacted, such legislation could further affect our opinion (as expressed below
under current law) and have an adverse impact on the intended treatment of the
Debt Securities as debt.

      Based solely upon and subject to the foregoing, we are of the opinion that
under current United States federal income tax law:

      (1)   The Trust will be classified as a grantor trust and not as an
            association taxable as a corporation;

      (2)   The Debt Securities will be classified as indebtedness of the
            Company.

                                       C-2
<PAGE>

      Except as set forth above, we express no opinion to any party as to the
tax consequences, whether federal, state, local or foreign, of the issuance of
the Debt Securities, the Capital Securities, the Common Securities or of any
transactions related to or contemplated by such issuance. In particular, we
express no opinion regarding the deductibility of the interest expense on the
Debt Securities to the Company.

      The opinions expressed herein are solely for your benefit. No other person
may rely upon them without the written consent of this firm.

                                                Very truly yours,

                                       C-3
<PAGE>

                                                                         ANNEX D

            Pursuant to Section 5(d) of the Purchase Agreement, counsel to the
Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the
Indenture Trustee shall deliver an opinion in substantially the following form:

            1.    Wilmington Trust Company ("WTC") is a Delaware banking
corporation with trust powers, duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, with requisite corporate power
and authority to execute and deliver, and to perform its obligations under, the
Declaration, the Guarantee Agreement and the Indenture (collectively, the
"Transaction Documents").

            2.    The execution, delivery, and performance by WTC of the
Transaction Documents have been duly authorized by all necessary corporate
action on the part of WTC, and the Transaction Documents have been duly executed
and delivered by WTC.

            3.    The execution, delivery and performance of the Transaction
Documents by WTC and the consummation of any of the transactions by WTC
contemplated thereby are not prohibited by (i) the charter or bylaws of WTC,
(ii) any law or administrative regulation of the State of Delaware or the United
States of America governing the banking and trust powers of WTC, or (iii) to our
knowledge (based and relying solely on the Officer Certificates), any agreements
or instruments to which WTC is a party or by which WTC is bound or any judgments
or order applicable to WTC.

            4.    The Subordinated Debt Securities delivered on the date hereof
have been authenticated by due execution thereof and delivered by WTC, as
Indenture Trustee, in accordance with the Indenture. The Capital Securities
delivered on the date hereof have been authenticated by due execution thereof
and delivered by WTC, as Institutional Trustee, in accordance with the
Declaration.

            5.    None of the execution, delivery and performance by WTC of the
Transaction Documents and the consummation of any of the transactions by WTC
contemplated thereby requires the consent, authorization, order or approval of,
the withholding of objection on the part of, the giving of notice to, the
registration with or the taking of any other action in respect of, any
governmental authority or agency, under any law or administrative regulation of
the State of Delaware or the United States of America governing the banking and
trust powers of WTC, except for the filing of the Trust Certificate with the
Office of the Secretary of State of the State of Delaware pursuant to the
Delaware Act (which filing has been duly made).

                                       D-1
<PAGE>

                                                                         ANNEX E

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, HEREIN AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND
(Z) THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE (AS DEFINED IN RULE 405
UNDER THE SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A)
TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7)
OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE DEBENTURE ISSUER AND THE
TRUST PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E)
ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED
AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE
DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE

                                       E-1
<PAGE>

CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

            THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,
BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS
AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY
ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING
OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST
TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

            THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN
EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A
LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY
PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON

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<PAGE>

THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN.

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