ENTERPRISE BANCORP INC /MA/
EXHIBIT 10.46-SZABLAK
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex_10-szablak.txt
<DESCRIPTION>EXHIBIT 10.46-SZABLAK
<TEXT>

                                                                  CONFORMED COPY


                   CHANGE IN CONTROL/NONCOMPETITION AGREEMENT


         This Change in  Control/Noncompetition  Agreement (this "Agreement") is
entered into as of the 7th day of August,  2001 by and among Enterprise Bancorp,
Inc.,  a  Massachusetts  corporation  (the  "Company"),  and  its  wholly  owned
subsidiary,  Enterprise Bank and Trust Company,  a Massachusetts  bank and trust
company with its main office in Lowell, Massachusetts (the "Bank") (the Bank and
the Company shall be hereinafter  collectively  referred to as the "Employers"),
and Chester J Szablak Jr. of 3 Michaels  Drive,  Tyngsboro,  Massachusetts  (the
"Executive").

         1. Purpose. In order to allow the Executive to consider the prospect of
a Change in Control (as defined in Section 2 hereof) in an objective  manner and
in  consideration of the Executive's  agreement to abide by the  confidentiality
and noncompetition  provisions set forth in Section 8 hereof and the services to
be rendered by the  Executive  to the Bank,  and in order to protect the ongoing
business interests and  competitiveness of the Employers and in consideration of
the  Employers'  agreement  to provide  the  severance  benefits  to protect the
Executive  in the event of a Change in Control  as set forth in this  Agreement,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which is hereby  acknowledged  by the Executive and the  Employers,  the parties
have entered into this  Agreement  and have  mutually  agreed to be bound by the
terms and conditions hereof.

         2. Change in Control. For purposes of this Agreement,  the term "Change
in Control" shall have the same meaning as defined in the Company's  Amended and
Restated  1998 Stock  Incentive  Plan,  as the same may be further  amended  and
continue in effect from time to time hereafter.

         3.  Terminating  Event.  For  purposes  of  this  Agreement,  the  term
"Terminating  Event"  shall  mean  any  termination  of  the  employment  of the
Executive  with the Bank for any  reason,  whether  or not such  termination  is
initiated by the Bank, including without limitation  termination for cause or by
reason of the Executive's  death or disability,  or by the Executive,  including
without limitation resignation by reason of retirement or for no reason at all.

         4.       Severance Payments.

         (a) If a  Terminating  Event occurs within two (2) years after the date
on which a Change in Control has occurred,  then the Executive shall be entitled
to receive the following:

                  (i) an  aggregate  amount  equal to 1.5 times the  Executive's
         "Highest  Annual  Compensation"  (as defined in  paragraph  (c) of this
         Section 4), such amount to be paid out in equal  periodic  installments
         in  accordance  with the Bank's  ordinary  payroll  practices  over the
         eighteen-month  period  commencing  on the first  payroll  payment date
         after  the  date on  which  the  Executive's  employment  with the Bank
         terminates (the "Date of Termination");

                  (ii)  any  base  salary,  commissions  or  other  compensation
         accrued or earned,  but not yet paid, as of the Date of Termination and
         any annual or other bonus actually awarded, but not yet paid, as of the
         Date  of  Termination,   such  amounts  to  be  paid  on  the  Date  of
         Termination;

                  (iii)  reimbursement  for all business  expenses for which the
         Executive  would  ordinarily  be  reimbursed  by the  Employers  in the
         ordinary course of business in accordance with the Employers' policies,
         programs, procedures or practices incurred, but not yet paid, as of the
         Date of Termination, such amount to be paid on the Date of Termination;

                  (iv)  payment  of the per diem  value of any  unused  vacation
         days,  whether  deemed  to be  accrued  or  unaccrued,  that  would  be
         available to the  Executive  through the end of the calendar  year (but
         not beyond) in which the Date of Termination occurs;

                  (v)  continuation of the Employers'  employee  welfare benefit
         plans, programs and practices in which the Executive and his spouse and
         any  other   eligible   dependents   participate  or  are  eligible  to
         participate as of the Date of Termination  or, if more favorable to the
         Executive,  as of the date of a Change  in  Control,  at the  levels in
         effect on, and at the same out-of-pocket  costs to the Executive as of,
         the Date of Termination  or, if more favorable to the Executive,  as of
         the  date  of a  Change  in  Control,  for  the  eighteen-month  period
         commencing on the Date of Termination (or, if such  continuation is not
         permitted  by  applicable  law or if the Bank's  Board of  Directors so
         determines in its sole discretion,  the Bank shall pay to the Executive
         a cash amount equal to the difference  between (A) the aggregate amount
         that would be  required  to be paid by the  Executive  in order for the
         Executive to obtain a  continuation  of such benefits and coverages for
         such  eighteen-month  period  for  himself,  his  spouse  and any other
         eligible  dependents  under or through one or more  plans,  programs or
         other  arrangements  provided by one or more unaffiliated third parties
         and (B) the out-of-pocket costs that would be incurred by the Executive
         in accordance  with the terms hereof if such  continuation  of benefits
         and  coverages  were provided  under the  Employers'  employee  welfare
         benefit plans, programs and practices);

                  (vi)  reimbursement  for the reasonable fees of a professional
         out-placement service selected by the Executive within ninety (90) days
         after the Date of  Termination,  such amount to be paid promptly  after
         the expense is incurred; and

                  (vii) any other  compensation  and benefits as may be provided
         in  accordance  with  the  terms  of any  applicable  plans,  programs,
         policies, procedures or practices of the Employers.

         (b) If a Terminating Event occurs within one (1) year prior to the date
on which a Change in Control  occurs,  then the  Executive  shall be entitled to
receive,  as provided in this  paragraph  (b),  all of the payments and benefits
that he would have been entitled to receive under  paragraph (a) of this Section
4 if such Terminating  Event had occurred within two (2) years after the date on
which a Change in Control has occurred,  unless such Terminating Event occurs as
a result of a termination for Cause (as such term is defined in paragraph (f) of
Section 8 below),  in which case no increase or  adjustments to the amounts paid
or benefits  provided to the Executive in connection with such Terminating Event
shall be made under this  paragraph  (b).  If required  in  accordance  with the
immediately  preceding  sentence,  the amounts paid and benefits provided to the
Executive in connection with a Terminating Event that occurs within one (1) year
prior to the date on which a Change in  Control  occurs  shall be  increased  or
otherwise  adjusted to ensure that the Executive  receives the full payments and
benefits contemplated by paragraph (a) of this Section 4, as if such Terminating
Event had  occurred  within  two (2)  years  after the date on which a Change in
Control has  occurred.  If the  payments  and/or  benefits to be received by the
Executive in connection  with a Terminating  Event that has occurred  within one
(1) year prior to the date on which a Change in Control  occurs are  required to
be increased or adjusted under this  paragraph (b), then the Executive  shall be
paid on the  first  ordinary  payroll  payment  date of the Bank  following  the
occurrence of such Change in Control the cash amount necessary to ensure that as
of such date the Executive  shall have received the full amounts of the payments
and  benefits  that the  Executive  would  have  received  as of such date under
paragraph (a) of this Section 4 if such  Terminating  Event had occurred  within
two (2)  years  after  the  date on  which a  Change  in  Control  has  occurred
(including  without  limitation the economic  equivalent of any noncash benefits
that have not been provided to the Executive  during the period from the date on
which such  Terminating  Event  occurred  and the date on which  such  Change in
Control  occurred)  and from and after such payroll  payment date the  Executive
shall receive the full amounts of the  remaining  payments and benefits that the
Executive  is  required  to receive  under  paragraph  (a) of this  Section 4 in
accordance with the terms thereof (including without  limitation,  to the extent
that  reimbursement  for the  reasonable  fees of a  professional  out-placement
service selected by the Executive has not already then been paid hereunder, such
reimbursement with respect to a professional  out-placement  service selected by
the  Executive  within  ninety (90) days after the  occurrence of such Change in
Control).

         (c) For purposes of this  Section 4, the  Executive's  "Highest  Annual
Compensation"  shall mean, as determined as of any Date of Termination,  the sum
of (i) the highest per annum rate of base  salary paid by the  Employers  to the
Executive  at any time  during  the  three-year  period  prior  to such  Date of
Termination,  (ii) the highest amount of commission or other compensation (which
is not  otherwise  included  in the base  salary and bonus  amounts  referred in
clauses  (i) and  (iii) of this  paragraph  (c))  paid by the  Employers  to the
Executive with respect to any of the three most recently  completed fiscal years
of the Bank  prior to such Date of  Termination,  and (iii) the  highest  annual
incentive  compensation  or other  bonus  amount  paid by the  Employers  to the
Executive (or which would have been paid but for an election by the Executive to
defer  payment to a later period) with respect to any of the three most recently
completed fiscal years of the Bank prior to such Date of Termination.

         (d) In the event of any dispute  concerning  payments or other benefits
to be received by the  Executive  under this Section 4, the  Executive  shall be
entitled until the resolution of such dispute to be paid in accordance  with the
Bank's ordinary  payroll  practices his then current base salary and to continue
to  receive  all  other  welfare  benefits  then  being  provided  to him by the
Employers,   and  there  shall  be  no  reduction   whatsoever  of  any  amounts
subsequently  paid to the Executive upon  resolution of such dispute as a result
of, or in respect to, such interim payments or coverage.

         (e) In the event that any  payments or  benefits  are to be received by
the Executive  under this Section 4, the Executive  shall be under no obligation
to seek other  employment  or to  mitigate  damages and there shall be no offset
against  any  amount due the  Executive  under this  Agreement  for any  reason,
including,  without  limitation,  on account  of any  remuneration  or  benefits
attributable to any subsequent employment that the Executive may obtain.



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<PAGE>

         (f) Anything in this Agreement to the contrary notwithstanding,  in the
event it shall be determined  that any payment or  distribution by the Employers
to or for the benefit of the  Executive,  whether paid or payable or distributed
or  distributable  pursuant to the terms of this  Agreement  or  otherwise,  but
determined  without  regard  to any  additional  payments  required  under  this
paragraph (f) (collectively, the "Payments"), would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any
interest or penalties are incurred by the Executive  with respect to such excise
tax (such  excise  tax,  together  with any such  interest  and  penalties,  are
hereinafter  collectively  referred to as the "Excise Tax"),  then the Executive
shall be entitled to receive an additional payment (a "Gross-Up  Payment") in an
amount such that after  payment by the  Executive  of all taxes  (including  any
interest or penalties  imposed with respect to such taxes),  including,  without
limitation,  any income  taxes (and any  interest  and  penalties  imposed  with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up  Payment  equal to the Excise Tax imposed upon
the Payments.

          5.  Employment  Status.  This  Agreement is not an  agreement  for the
employment of the  Executive and shall confer no rights on the Executive  except
as herein expressly provided.

         6. Term.  This Agreement shall take effect on and as of the date hereof
and shall terminate,  subject to the applicability of paragraph (b) of Section 4
above,  upon the earlier of (a)  termination  of the employment of the Executive
for reason of the Executive's death or permanent  disability,  in which case any
amounts due to the Executive or his estate or legal representative,  as the case
may be, shall be determined in accordance with Section 4 of this  Agreement,  if
applicable,  or otherwise in accordance  with the Employers'  applicable  plans,
programs, policies,  procedures or practices then in effect, (b) the resignation
or termination of the Executive for any reason prior to a Change in Control,  or
(c) the second  anniversary  of the date on which a Change in Control shall have
occurred;  provided,  however,  that in any event the  provisions  of  Section 8
hereof shall remain in full force and effect in accordance with their terms.

          7.  Withholding.  All  payments  made  by  the  Employers  under  this
Agreement  shall be net of any tax or other  amounts  required to be withheld by
the Employers under applicable law.

         8.   Confidential Information; Noncompetition.

         (a)  Confidentiality.  The  Executive  shall  not,  during or after the
period  during  which he is  employed  by the Bank,  disclose  any  Confidential
Information (as defined herein) to any natural person or entity,  other than the
Employers  or any  of  their  affiliates  or any  of  the  Employers'  or  their
affiliates' employees,  consultants,  advisors,  agents or other representatives
who  have a need  to know  any  such  information,  for any  reason  or  purpose
whatsoever.  The term  "Confidential  Information"  shall mean all  confidential
information  of or  relating  to the  Employers  and  any of  their  affiliates,
including without limitation financial  information and data, business plans and
information  regarding  prospects and opportunities  (such as, by way of example
only, client and customer lists and acquisition, disposition, expansion, product
development  and other  strategic  plans),  but does not include any information
that is or becomes public  knowledge by means other than the Executive's  breach
or   nonobservance   of  his  obligations   described  in  this  paragraph  (a).
Notwithstanding  the  foregoing,  the Executive  may disclose such  Confidential
Information  as he may be legally  required to do so on the advice of counsel in
connection with any legal or regulatory proceeding;  provided, however, that the
Executive  shall  provide the Employers  with prior  written  notice of any such
required  or  potentially  required  disclosure  and  shall  cooperate  with the
Employers  and  use  his  best  efforts  under  such   circumstances  to  obtain
appropriate confidential treatment of any such Confidential Information that may
be so required to be disclosed in  connection  with any such legal or regulatory
proceeding.   The   Executive's   obligation  to  refrain  from  disclosing  any
Confidential  Information  under this  paragraph (a) shall continue in effect in
accordance with its terms  following any termination of this Agreement  pursuant
to Section 6 above.

         (b)  Noncompetition.  If the  Executive's  employment  with the Bank is
terminated  for any  reason  prior to a Change in Control  (whether  or not such
termination  is  initiated  by the Bank or by the  Executive),  then  during the
period of one (1) year following the date of such  termination  (and assuming no
Change in Control occurs at any time during such one-year period), the Executive
shall not: (i) directly or indirectly,  whether as owner,  partner,  shareholder
(other  than the holder of 1% or less of the  common  stock of any  company  the
common  stock of which is listed on a national  stock  exchange or quoted on the
NASDAQ  National Market System or NASDAQ SmallCap  Market),  consultant,  agent,



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<PAGE>

employee or otherwise,  engage in competition with the Employers or any of their
affiliates  within a ten (10) mile  radius of any city or town in which the Bank
or any affiliate has a branch or other office;  or (ii) hire or attempt to hire,
or assist in hiring,  any employees of the Employers or any of their affiliates,
or  solicit,  encourage  or induce any such  employee  to  terminate  his or her
relationship  with the  Employers  or any  such  affiliate;  or  (iii)  solicit,
encourage  or induce any  customer  or client of the  Employers  or any of their
affiliates to terminate his or its  relationship  with the Employers or any such
affiliate  or to do business  with  anyone  other than the  Employers  and their
affiliates.  Notwithstanding any of the foregoing  provisions  contained in this
paragraph  (b),  none of the  restrictions  contained  herein shall apply to the
Executive's conduct following any termination of employment with the Bank during
any period following the occurrence of a Change in Control.

         (c)  Payments  During  Noncompetition  Period.  During  the  period  of
restriction  on the  Executive's  conduct  following a termination of employment
with  the  Bank,  as set  forth  in  paragraph  (b) of this  Section  8, if such
employment has been terminated by the Bank (as distinguished  from a termination
initiated by the  Executive)  for any reason other than a termination  for Cause
(as defined in  paragraph  (f) of this Section 8), then the  Executive  shall be
paid in equal  periodic  installments  in  accordance  with the Bank's  ordinary
payroll  practices,  commencing on the first payroll payment date after the date
on which the Executive's employment with the Bank shall have been terminated, an
amount equal, on an annualized  basis, to seventy-five  percent (75%) of the sum
of (i) the per annum rate of base salary paid by the  Employers to the Executive
as of the date on which the Executive's  employment with the Bank is terminated,
(ii) the amount of  commission  or other  compensation  (which is not  otherwise
included  in the base  salary and bonus  amounts  referenced  in clauses (i) and
(iii) of this paragraph (c)) paid by the Employers to the Executive with respect
to the most  recently  completed  fiscal  year  prior to such  date on which the
Executive's  employment  with the  Bank is  terminated,  and  (iii)  the  annual
incentive or other bonus amount paid by the Employers to the Executive (or which
would have been paid but for an election by the  Executive to defer payment to a
later period) with respect to the most recently  completed  fiscal year prior to
such date on which the Executive's employment with the Bank is terminated.

         (d) Injunctive Relief.  The Executive  acknowledges and agrees that the
Employers will have no adequate remedy at law, and would be irreparably  harmed,
if the Executive  breaches or threatens to breach any of the  provisions of this
Section  8. The  Executive  agrees  that the  Employers  shall  be  entitled  to
equitable and/or injunctive relief to prevent any breach or threatened breach of
this Section 8, and to specific performance of each of the terms of this Section
8 in addition to any other legal or equitable  remedies  that the  Employers may
have. The Executive  further agrees that he shall not, in any equity  proceeding
relating to the  enforcement  of the terms of this  Section 8, raise the defense
that the Employers have an adequate remedy at law.

         (e) Special  Severability.  The terms and  provisions of this Section 8
are intended to be separate and divisible provisions and if, for any reason, any
one or more of them is held to be invalid or unenforceable, neither the validity
nor the enforceability of any other provision of this Agreement shall thereby be
affected.

         (f)  Cause  Defined.   Termination  by  the  Bank  of  the  Executive's
employment  for  "Cause"  shall  mean  termination  on  the  basis  of  (i)  the
Executive's   willful  and  continued  failure  to  substantially   perform  his
employment  duties (other than any such failure  resulting from the  Executive's
death or  incapacity  due to  physical  or mental  illness)  after (A) a written
demand for  substantial  performance is delivered to the Executive by the Bank's
Chief  Executive  Officer,  which demand  specifically  identifies the manner in
which  the  Chief  Executive   Officer  believes  that  the  Executive  has  not
substantially  performed his employment  duties,  and (B) the Executive has been
afforded  a  reasonable  opportunity  to meet with the Chief  Executive  Officer
regarding such assertions of nonperformance,  or (ii) the Executive's  willfully
engaging in conduct which is demonstrably and materially  injurious to the Bank,
monetarily or otherwise.  For purposes of this paragraph (f), no act, or failure
to act, on the part of the Executive shall be deemed  "willful"  unless done, or
omitted to be done, by the  Executive  not in good faith and without  reasonable
belief that his action or omission was in the best  interests  of the Bank.  The
Executive shall be deemed to have been terminated for Cause only at such time as
there shall have been  delivered to him a written  notice of  termination by the
Bank, which specifies in detail the particulars of the Executive's  conduct that
serve as the basis for such termination for Cause.

         9.  Arbitration  Disputes.  Any  controversy or claim arising out of or
relating to this Agreement or the breach hereof, other than an action brought by
the Employers for injunctive or other equitable relief in the enforcement of the
Employers'  rights  under  Section 8 above,  in which  case such  action  may be
brought in any court of competent jurisdiction,  shall be settled by arbitration
in  accordance  with  the laws of the  Commonwealth  of  Massachusetts  by three
arbitrators,  one of  whom  shall  be  appointed  by the  Employers,  one by the



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<PAGE>

Executive  and  the  third  by the  first  two  arbitrators.  If the  first  two
arbitrators  cannot agree on the  appointment  of a third  arbitrator,  then the
third arbitrator shall be appointed by the American  Arbitration  Association in
the City of Boston,  Massachusetts.  Such arbitration  shall be conducted in the
City of  Boston,  Massachusetts  in  accordance  with the rules of the  American
Arbitration  Association,  except with respect to the  selection of  arbitrators
which shall be as provided in this Section 9. Judgment  upon the award  rendered
by the arbitrators may be entered in any court having  jurisdiction  thereof. In
the event that it shall be necessary or  desirable  for the  Executive to retain
legal  counsel  and/or  incur other costs and  expenses in  connection  with the
enforcement  of any or all of  Executive's  rights  under  this  Agreement,  the
Employers  shall pay (or the  Executive  shall be entitled  to recover  from the
Employers,  as the case may be) the Executive's  reasonable  attorneys' fees and
other  reasonable  costs and expenses in connection with the enforcement of said
rights  (including the enforcement of any arbitration award in court) regardless
of the final  outcome,  unless  and to the  extent  that the  arbitrators  shall
determine  that the  Executive  has not  acted in good  faith or that  under the
circumstances  recovery  by the  Executive  of all or part of any such  fees and
costs and expenses would be inequitable or otherwise unjust.

         10.  Successors.

         (a)  Each of the  Company  and the  Bank  will  require  any  successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of its businesses and/or assets to assume expressly and
agree to perform this  Agreement in the same manner and to the same extent as if
no such succession had taken place. Failure of either the Company or the Bank to
obtain such  assumption  and agreement  prior to the  effectiveness  of any such
succession  shall be a breach of this  Agreement and shall entitle the Executive
to compensation in the same amount and on the same terms as he would be entitled
to hereunder if a  Terminating  Event were to occur within two (2) years after a
Change in Control,  except that for purposes of implementing the foregoing,  the
date on which any such  succession  becomes  effective shall be deemed to be the
date of such Terminating Event. As used in this Agreement, "Company," "Bank" and
"Employers"  shall mean the Company,  the Bank and the Employers as hereinbefore
defined and any successor to the business and/or assets of either the Company or
the Bank as  aforesaid  which  successor  assumes  and  agrees to  perform  this
Agreement by operation of law or otherwise.

         (b) This  Agreement  shall inure to the benefit of and be binding  upon
the  Employers  and  the  Executive,  their  respective  successors,  executors,
administrators,  heirs and permitted  assigns.  In the event of the  Executive's
death prior to the  completion  by the  Employers  of all payments due him under
this  Agreement,  the Employers  shall continue such payments to the Executive's
beneficiary designated in writing to the Employers prior to his death (or to his
estate, if he fails to make such designation).

         11. Enforceability. If any portion or provision of this Agreement shall
to any extent be  declared  illegal  or  unenforceable  by a court of  competent
jurisdiction,  then the remainder of this Agreement,  or the application of such
portion  or  provision  in  circumstances  other than those as to which it is so
declared  illegal or  unenforceable,  shall not be  affected  thereby,  and each
portion and provision of this  Agreement  shall be valid and  enforceable to the
fullest extent permitted by law.

         12. Waiver. No waiver of any provision hereof shall be effective unless
made in writing  and signed by the  waiving  party.  The failure of any party to
require the  performance  of any terms or obligation of this  Agreement,  or the
waiver  by any party of any  breach of this  Agreement,  shall not  prevent  any
subsequent  enforcement of such terms or obligation or be deemed a waiver of any
subsequent breach.

         13. Notices.  Any notices,  requests,  demands and other  communication
provided for by this  Agreement  shall be sufficient if in writing and delivered
in person or sent by  registered  or certified  mail,  postage  prepaid,  to the
Executive  at the last  address  the  Executive  has filed in  writing  with the
Employers  or,  in the  case  of the  Employers,  at  their  executive  offices,
attention of the Chief Executive Officer.

          14.  Amendment.  This  Agreement  may be amended or modified only by a
written   instrument   signed   by  the   Executive   and  by  duly   authorized
representatives of each of the Employers.

          15.  Governing  Law.  This is a  Massachusetts  contract  and shall be
construed  under and is governed in all respect by the laws of the  Commonwealth
of Massachusetts.

          16.  Captions.  The captions of this Agreement are for  convenience of
reference  only,  are not part of the terms of this  Agreement and shall have no
force or effect in the application or interpretation thereof.




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<PAGE>

        17. Entire  Agreement.  This  Agreement  contains the entire  agreement
between the parties to this  Agreement  concerning the subject matter hereof and
supersedes all prior agreements,  understandings,  discussions, negotiations and
undertakings, whether written or oral, between the parties with respect thereto.

         18. Bank  Regulatory  Limitations.  Any payments  made to the Executive
pursuant to this Agreement,  or otherwise,  are subject to and conditioned  upon
their  compliance  with 12 U.S.C.  ss.  1828(k) and any  applicable  regulations
promulgated  thereunder.  In addition, to the extent required by applicable law,
regulation,  regulatory  policy or other regulatory  requirement,  the aggregate
amount and/or value of the  compensation  paid as a result of any termination of
the Executive's employment with the Employers,  regardless of the reason for any
such  termination of employment,  shall not exceed the limit  prescribed by such
applicable law, regulation, regulatory policy or other regulatory requirement.



                     [Remainder of Page Intentionally Blank]






































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<PAGE>



         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument on behalf of the Employers by their duly  authorized  officers and by
the Executive as of the date first above written.

ATTEST:                                  ENTERPRISE BANCORP, INC.


   /s/ Arnold S. Lerner                  By:/s/ George L. Duncan
-------------------------------------       ------------------------------------
Arnold S. Lerner                            George L. Duncan
Clerk                                       Chairman and Chief Executive Officer



ATTEST:                                  ENTERPRISE BANK AND TRUST COMPANY


   /s/ Arnold S. Lerner                  By: /s/ George L. Duncan
-------------------------------------       ------------------------------------
Arnold S. Lerner                            George L. Duncan
Clerk                                       Chairman and Chief Executive Officer



WITNESS:                                 EXECUTIVE


   /s/ Richard W. Main                         /s/ Chester J. Szablak
-------------------------------------    ---------------------------------------
                                                Chester J. Szablak







































                                       7


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