Exhibit 10.46


AMENDMENT NO. 3 TO EMPLOYMENT
AGREEMENT


Dated as of December
13, 2006


Reference is made
to that certain Employment Agreement dated as of April 1, 2004, as amended by
Amendment No. 1 thereto dated as of December 31, 2004 and Amendment No. 2 thereto
dated as of October 17, 2006 (the “Agreement”), by and among Enterprise
Bancorp, Inc. (the “Company”) and Enterprise Bank and Trust Company (the “Bank”
and together with the Company, the “Employers”) and John P. Clancy, Jr. (the “Executive”).


WHEREAS, the
Employers and the Executive have previously agreed to certain changes to the
Agreement, which are to become effective as of January 1, 2007 (the “Effective
Date”) and are reflected in said Amendment No. 2 referenced above;


AND WHEREAS, the
Employers and the Executive are in mutual agreement that certain additional
changes to the Agreement, which would also become effective as of the Effective
Date, would be advisable;


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Employers and the Executive hereby agree as follows:


Effective
as of the Effective Date, the Agreement shall be further amended, such that the
various provisions of the Agreement referenced below shall be amended as set
forth below.


Amendment to Section 1.8.  Section 1.8 shall be amended and restated in
its entirety to read as follows:


1.8           “Highest Annual Compensation” means,
as determined as of any Date of Termination, the sum of (a) the highest per
annum rate of base salary paid by the Employers to the Executive at any time
during the Term of Employment prior to such Date of Termination and (b) the
highest annual cash performance bonus or other annual cash incentive
compensation paid by the Employers to the Executive, including all such cash
amounts paid to the Executive individually and as part of an employee or
executive officer group (or which would have been paid but for an election by
the Executive to defer payment to a later period), with respect to any single fiscal
year of the Employers during the Term of Employment prior to such Date of
Termination.


Amendment to Section 1.12.  In Section 1.12, the phrase “attains the age
of 65 years old” contained in the second and third lines thereof shall be
amended and restated in its entirety to read “attains the age of 62 years old”.


Amendments
to Sections 6.1(f), 6.4(f), 6.5(b)(v) and 6.6(e).  Each of Sections 6.1(f), 6.4(f), 6.5(b)(v)
and 6.6(e) shall be amended and restated in its entirety to read as follows:


any other compensation
and benefits as may be provided in accordance with the terms and provisions of
any other agreements between the Executive and either of













the Employers and any
applicable plans, programs, procedures and practices of the Employers;


The
Agreement, as amended by this Amendment No. 3 as of the Effective Date, is and
shall continue to be in full force and effect and shall not be affected by this
Amendment No. 3, except and only to the extent specified above.


IN WITNESS WHEREOF, the undersigned Executive has hereunto set his hand
and each of the Employers has caused this Amendment No. 3 to be executed in its
name and on its behalf by a duly authorized officer, in each case as an instrument
under seal and as of the date set forth above.


	
  

  	
  ENTERPRISE
  BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George L. Duncan

  
	
   

  	
   

  	
  George L. Duncan

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE BANK AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George L. Duncan

  
	
   

  	
   

  	
  George L. Duncan

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ John P. Clancy, Jr.

  
	
   

  	
   

  	
  John P. Clancy,
  Jr.

  



 



 2