Exhibit 10.52


ENTERPRISE BANK
AND TRUST COMPANY

EXECUTIVE SUPPLEMENTAL LIFE INSURANCE PLAN


Pursuant to due
authorization by its Board of Directors, the undersigned, Enterprise Bank and
Trust Company, a state-commercial bank located in Lowell, Massachusetts (the
“Bank”), did constitute, establish and adopt the following Supplemental Life
Insurance Plan (this “Plan”), effective April 5, 2006.


The purpose of this Plan is to attract, retain, and reward Employees
(as such term is defined below), by dividing the death proceeds of certain life
insurance policies which are owned by the Bank on the lives of the
participating Employees with the designated beneficiary of each insured
participating Employee. The Bank will pay the life insurance premiums due under
this Plan from its general assets.


Article 1

Definitions


Whenever used in
this Plan, the following terms shall have the meanings specified:


1.1                                 “Bank’s
Interest” means the benefit set forth in Section 3.1.


1.2                                 “Beneficiary”
means each designated person, or the estate of a deceased Participant,   entitled to benefits, if any, upon the death
of a Participant.


1.3                                 “Beneficiary
Designation Form” means the form established from time to time by the Plan
Administrator that a Participant completes, signs and returns to the Plan
Administrator to designate one or more Beneficiaries.


1.4                                 “Board” means (i) the Bank’s
compensation committee, consisting of three or more members of the Board of
Directors of the Bank, when acting under duly delegated authority from the
Board of Directors, or (ii) the Board of Directors of the Bank in its entirety,
in either case as from time to time constituted.


1.5                                 “Change in Control” means a change in
the ownership or effective control of the Bank, or in the ownership of a
substantial portion of the assets of the Bank, as such change is defined in
Section 409A of the Code and regulations thereunder.


1.6           “Code”
means the Internal Revenue Code of 1986, as amended.


1.7                                 “Disability”
means the Executive (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for 









 



 


a continuous period of
not less than twelve (12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and health plan
covering employees of the Bank.  Medical
determination of Disability may be made by either the Social Security
Administration or by the provider of an accident or health plan covering employees
of the Bank.  Upon the request of the
Plan Administrator, the Executive must submit proof to the Plan Administrator
of the Social Security Administration’s or such provider’s determination of
Disability.


1.8                                 “Election
Form” means the form required by the Plan Administrator of an eligible
Employee to indicate acceptance of participation in this Plan.


1.9                                 “Employee”
means an active employee of the Bank.


1.10                           “Insured”
means an individual Participant whose life is insured under a Policy or
Policies.


1.11                           “Insurer”
means an insurance company issuing a Policy on the life of an Insured.


1.12                           “Net Death Proceeds” means, with
respect to any Policy, the total death proceeds payable under the Policy
minus the greater of (i) the cash surrender value of such Policy or (ii) the
aggregate premiums paid under such Policy.


1.13                           “Participant”
means an Employee (i) who is selected to participate in the Plan,
(ii) who elects to participate in the Plan, (iii) who signs an
Election Form and a Beneficiary Designation Form, (iv) whose signed
Election Form and Beneficiary Designation Form are accepted by the Plan
Administrator, (v) who commences participation in the Plan, and (vi) whose
participation in this Plan has not been terminated.


1.14                           “Participant’s
Interest” means the benefit set forth in Section 3.2.


1.15                           “Plan
Administrator” means the plan administrator described in Article 13.


1.16                           “Policy”
or “Policies” means the individual life insurance policy or policies
purchased by the Bank upon the approval of the Plan Administrator for purposes
of insuring a Participant’s life under this Plan.


1.17                           “Separation from Service” means, with respect to
a Participant, that
the Participant’s service, as an employee of, and independent contractor to,
the Bank and any member of a controlled group as defined in Section 414 of the
Code to which the Bank belongs, has terminated for any reason, other than by
reason of a leave of absence approved by the Bank or the death of the Participant.


1.18                           “Vested Insurance Benefit” means, with respect to
a Participant, that
the Bank will provide the Participant with continued insurance coverage from
the date of vesting until death, subject to the limitations and termination and
forfeiture provisions detailed in Section 4.2, Article 7 and Section 12.2.  Article 4 explains how a Participant achieves










 



 


                                                vested status.


1.19                           “Years of Service” means the twelve (12)
consecutive month period beginning on a Participant’s date of hire and any and
all additional twelve (12) consecutive month periods beginning on and following
after each anniversary of such date of hire, during the entirety of which time
the Participant is an employee of the Bank or any member of a controlled group as defined in
Section 414 of the Code to which the Bank belongs.  Service with a subsidiary or other entity
controlled by the Bank or
any such member of a controlled group as defined in Section 414 of the Code to
which the Bank belongs before the time such entity becomes such a
subsidiary or under such control shall not be considered “credited service” for
purposes of this definition.


Article 2

Participation


2.1                                 Selection by Plan Administrator. 
Participation in the Plan shall be limited to those Employees of the
Bank selected by the Plan Administrator, in its sole discretion, to participate
in the Plan.


2.2                                 Enrollment Requirements. 
As a condition to participation, each selected Employee shall complete,
execute and return to the Plan Administrator (i) an Election Form and (ii) a
Beneficiary Designation Form.  In
addition, the Plan Administrator shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are necessary.


2.3                                 Eligibility; Commencement of
Participation.  Provided an Employee selected to participate
in the Plan has met all enrollment requirements set forth in this Plan and
required by the Plan Administrator, and provided that the Policy or Policies on
the life of such Employee have been issued by the Insurer(s), the Employee
shall become a Participant, shall be covered by this Plan and shall be eligible
to receive benefits at the time and in the manner provided hereunder, subject
to the provisions of this Plan.  A
Participant’s participation in this Plan is limited to only issued Policies
where the Participant is the Insured.


2.4                                 Termination of Participation. 
A Participant’s rights under this Plan shall automatically cease and his
or her participation in this Plan shall automatically terminate, if either of
the following events occurs:  (i) if the
Participant’s employment with the Bank is terminated prior to meeting any of
the criteria for a Vested Insurance Benefit under Section 4.1, or (ii) this
Plan or the Participant’s rights under this Plan are terminated in accordance
with Section 4.2 or Article 12.  In the
event that the Bank decides to maintain the Policy or Policies covering a
Participant after the Participant’s termination of participation in this Plan,
the Bank shall be the direct beneficiary of the entire death proceeds payable
under such Policy or Policies.









 



 


Article 3

Policy Ownership/Interests


3.1                                 Bank’s
Interest.  The Bank, directly through
an insurance trust, shall own all of the Policies and shall have the right to
exercise all incidents of ownership thereof and, subject to Article 6, the Bank
may terminate any Policy without the consent of the Insured.  The Bank shall be the beneficiary of the
entire amount remaining from the death proceeds payable under a Policy after
the Participant’s Interest, if any, is paid to the Beneficiary(ies) as
determined according to Section 3.2.


3.2                                 Participant’s
Interest.  With respect to each
Participant:


The Participant, or the
Participant’s assignee, shall have the right to designate a Beneficiary(ies) of
an amount of the death proceeds payable under the Policy or Policies covering
the Participant as and to the extent specified in Section 3.2.1 or 3.2.2 as
applicable.  The Participant shall also
have the right to elect and change settlement options with respect to his or
her Participant’s Interest by providing written notice to the Bank and the
Insurer.


3.2.1                        Death Prior to Separation from Service.  If
the Participant dies while employed by the Bank, the Beneficiary(ies) shall be
entitled to a benefit equal to the lesser of: (i) the Net Death Proceeds
or (ii) the amount set forth on the Participant’s Election Form.


3.2.2                        Death After Separation from Service.  If,
pursuant to Article 4, a Participant who has had a Separation from Service has
a Vested Insurance Benefit at the date of death, the Beneficiary(ies) shall be
entitled to a benefit equal to the lesser of: (i) the Net Death Proceeds
or (ii) the amount set forth on the Participant’s Election Form. If a Participant who has had a Separation
from Service has not achieved a Vested Insurance Benefit, or such benefit has
otherwise been terminated or forfeited under the terms of this Plan, on the
date of death, the Beneficiary(ies) will not be entitled to any benefit under
this Plan.


Article 4

Vesting


4.1                                 Vested
Insurance Benefit.  With respect to
each Participant:


The Participant shall
have a Vested Insurance Benefit equal to the amount specified in Section 3.2
upon the occurrence of the earliest of the following events:


4.1.1                        Retirement
by the Participant at any time while in the employ of the Bank either after
attaining the age of sixty-two (62) or, if younger, after at least ten (10)
Years of Service to the Bank;









 



 


4.1.2                        Disability;
or


4.1.3                        Change in
Control.


4.2                                 Forfeiture
of Benefit.  Notwithstanding the
provisions of Section 4.1, a Participant will forfeit his or her Vested
Insurance Benefit if: (i) the Participant violates any of the provisions
detailed in Article 7; (ii) in the case of a disabled Participant who vested
pursuant to Section 4.1.2, if such Participant becomes gainfully employed by an
entity other than the Bank; or (iii) the Participant provides written notice to
the Bank declining further participation in the Plan.


Article 5

Premiums And Imputed Income


5.1                                 Premium
Payment.  The Bank shall pay all
premiums due on all Policies.


5.2                                 Economic
Benefit.  The Plan Administrator
shall determine the economic benefit attributable to each Participant based on
the life insurance premium factor for the Participant’s age multiplied by the
aggregate death benefit payable to the Beneficiary(ies).  The “life insurance premium factor” is the
minimum amount required to be imputed under IRS Reg. §1.61-22(d)(3)(ii) or any
subsequent applicable authority.


5.3                                 Imputed
Income.  The Bank shall impute the
economic benefit to each Participant on an annual basis, by adding the economic
benefit to the Participant’s W-2 or, if applicable, Form 1099.


Article 6

Comparable Coverage


6.1                                 Insurance
Policies.  If a Participant has a
Vested Insurance Benefit, the Bank may provide such benefit through one or more
of the Policies purchased at the commencement of this Plan, or, if later, upon
or following the Participant’s commencement of participation in the Plan, or
may provide comparable insurance coverage to the Participant through whatever
means the Bank deems appropriate.  If the
Participant waives or forfeits his or her right to the Vested Insurance
Benefit, the Bank may choose to cancel the Policy or Policies on the
Participant, or may continue such coverage and become the direct beneficiary of
the entire death proceeds payable under such Policy or Policies.


6.2                                 Offer
to Purchase.  If the Bank discontinues
a Policy on a Participant who is employed by the Bank at the date of
discontinuance or who has a Vested Insurance Benefit that has not been
forfeited as of such date, the Bank shall give the Participant at least thirty
(30) days to purchase such Policy.  The
purchase price shall be the fair market value of the Policy, as determined
under Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority.  Such notification shall be in writing.









 



 


Article 7

General Limitations


7.1                                 Excess
Parachute or Golden Parachute Payment. 
If the payments and benefits pursuant to this Plan, either alone or
together with other payments and benefits which any Participant has the right
to receive from the Bank, would be
treated as a “parachute payment” under Section 280G of the Code, or would be a
prohibited “golden parachute payment” pursuant to 12 C.F.R. § 359.2 and for
which the appropriate federal banking agency has not given written consent to
pay pursuant to 12 C.F.R. § 359.4, the payments and benefits pursuant to this
Plan shall be reduced, in a manner proposed by the Participant and consented to
by the Bank (which consent shall not be unreasonably withheld) in the case of
the application of Section 280G of the Code, by the amount, if any,
which is the minimum necessary to result in (i) no portion of the payments and
benefits under this Plan being non-deductible to the Bank pursuant to Section
280G of the Code and subject to the excise tax imposed under Section 4999 of
the Code, and (ii) no adverse consequence to the Bank under or pursuant to such
banking regulations.  All benefits payable under this Plan shall
also be subject to limitations or prohibitions imposed by subsequent changes or
amendments to the cited laws and regulations, except to the extent that any
benefits payable under this Plan are grandfathered or otherwise exempt or
excluded from any such change or amendment.


7.2                                 Termination
for Cause.  Notwithstanding any
provision of this Plan to the contrary, a Participant shall forfeit any right
to a benefit under this Plan if the Bank terminates the Participant’s
employment for Cause. Termination of a Participant’s employment for “Cause”
shall mean termination because of (a)
the Participant’s willful and continued failure to substantially perform his or
her employment duties (other than any such failure resulting from the
Participant’s incapacity due to physical or mental illness) or (b) the
Participant’s willfully engaging in conduct which is demonstrably and
materially injurious to the Bank, monetarily or otherwise.  For purposes of this paragraph, no act or
failure to act on a Participant’s part shall be considered “willful” unless
done, or omitted to be done, by the Participant not in good faith and without
reasonable belief that the Participant’s action or omission was in the best
interest of the Bank.


7.3                                 Removal.  Notwithstanding any provision of this Plan to
the contrary, a Participant’s rights in the Plan shall terminate if the
Participant is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act, as amended.


7.4                                 Forfeiture
Provision.  A Participant shall
forfeit any rights and benefits under this Plan if during the term of this Plan
the Participant fails to comply with the terms of subsections 7.4.1 and 7.4.2
(the “Confidentiality and Non-compete Restrictions”).


7.4.1                        Confidentiality.  The
Participant shall not, during or after the period during which he or she is
employed by the Bank, disclose any Confidential Information (as such term is
defined herein) to any natural person or entity for any reason or purpose 









 



 


whatsoever.  The term “Confidential Information” shall
mean all confidential information of or relating to the Bank and any member of
a controlled group as defined in Section 414 of the Code to which the Bank
belongs, 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
Participant’s breach or nonobservance of his or her obligations described in
this subsection 7.4.1.  Notwithstanding
the foregoing, the Participant may disclose such Confidential Information as he
or she may be legally required to do so on the advice of counsel in connection
with any legal or regulatory proceeding; provided, however, that the
Participant shall provide the Bank with prior written notice of any such
required or potentially required disclosure and shall cooperate with the Bank
and use his or her 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.


7.4.2                        Noncompetition.  If
the Participant’s employment with the Bank is terminated for any reason, and in
any such case prior to a Change in Control, then from and after the date of
such termination, the Participant shall not: 
(a) 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 an
automated quotation service), consultant, agent, employee or otherwise, engage
in competition with the Bank or any member of a controlled group as defined in
Section 414 of the Code to which the Bank belongs (an “Affiliate”) within a ten
(10) mile radius of any city or town in which the Bank or any such Affiliate
has a branch or other office; or (b) hire or attempt to hire, or assist in
hiring, any employees of the Bank or any Affiliate, or solicit, encourage or
induce any such employee to terminate his or her relationship with the Bank or
any such Affiliate; or (c) solicit, encourage or induce any customer or client
of the Bank or any Affiliates to terminate his or its relationship with the
Bank or any such Affiliate or to do business with anyone other than the Bank
and its Affiliates.


7.4.3                        Enforceability of Forfeiture Provision.  Each Participant expressly acknowledges and
agrees that: (i) the Confidentiality and Non-compete Restrictions are
reasonable, in terms of scope, duration, geographic area, and otherwise; (ii)
the forfeiture requirement pertaining to the Confidentiality and Non-compete
Restrictions are necessary to protect the Bank’s legitimate business interest;
(iii) the Confidentiality and Non-compete Restrictions will not be materially
adverse to the Participant’s employment with the Bank; and (iv) the
Participant’s agreement to forfeit any rights and benefits otherwise existing
or due under this Plan in the event of the Participant’s breach of the
Confidentiality and Non-compete Restrictions constitutes a material inducement
to the Bank in connection 









 



 


with the Plan
Administrator’s selection of the Participant to participate in this Plan.  It is the intention of the parties that if
any provision contained in the Confidentiality and Non-compete Restrictions is
determined by a court of competent jurisdiction to be overly broad, then the
court should enforce such provision to the maximum extent permitted under the
law as to area, breadth and duration.


7.4.4                        Change in Control. 
The forfeiture provision detailed in this Section 7.4 shall no longer
apply, and shall have no further force or effect, following a Change in
Control.


7.5                                 Suicide
or Misstatement.  No benefits shall
be payable under this Plan to any Beneficiary if the Participant commits
suicide within two years after the date of his or her enrollment in this Plan,
or if an Insurer denies coverage (i) for material misstatements of fact made by
the Participant on any application submitted in connection with the issuance of
a Policy, or (ii) for any other reason; provided, however that the Bank shall
evaluate the reason for the denial, and with the advice of legal counsel and in
its sole discretion, shall consider judicially challenging any such denial.


Article 8

Beneficiaries


8.1                                 Beneficiary.
Each Participant shall have the right, at any time, to designate a
Beneficiary(ies) to receive any benefits payable under this Plan upon the death
of a Participant.  The Beneficiary(ies)
designated under this Plan may be the same as or different from the
beneficiary(ies) designated by the Participant under any other plan of the Bank
in which the Participant participates.


8.2                                 Beneficiary
Designation; Change. A Participant shall designate a Beneficiary by
completing and signing the Beneficiary Designation Form, and delivering it to
the Plan Administrator or its designated agent. 
The Participant’s designation of a Beneficiary shall be deemed
automatically revoked if the Beneficiary predeceases the Participant or if the
Participant names a spouse as Beneficiary and the marriage is subsequently
dissolved.  A Participant shall have the
right to change a Beneficiary by completing and signing a new Beneficiary
Designation Form and otherwise complying with the terms of the Beneficiary
Designation Form and the Plan Administrator’s rules and procedures, as in
effect from time to time.  Upon the
acceptance by the Plan Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled.  The Plan Administrator shall be entitled to
rely on the last Beneficiary Designation Form filed by a Participant and
accepted by the Plan Administrator prior to the Participant’s death.


8.3                                 Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received, accepted and acknowledged in
writing by the Plan Administrator 









 



 


or its designated agent.


8.4                                 No
Beneficiary Designation.  If a
Participant dies without a valid designation of beneficiary, or if all
designated Beneficiaries predecease the Participant, then the Participant’s
surviving spouse shall be the designated Beneficiary.  If the Participant has no surviving spouse,
the benefits shall be made payable to the personal representative of the
Participant’s estate.


8.5                                 Facility
of Payment.  If the Plan
Administrator determines in its discretion that a benefit is to be paid to a
minor, to a person declared incompetent, or to a person incapable of handling
the disposition of that person’s property, the Plan Administrator may direct
payment of such benefit to the guardian, legal representative or person having
the care or custody of such minor, incompetent person or incapable person.  The Plan Administrator may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit.  Any payment
of a benefit shall be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.


Article 9

Assignment


Any Participant may assign without consideration all
of his or her Participant’s Interest to any person, entity or trust.  In the event a Participant shall transfer all
of his or her Participant’s Interest, then all of such Participant’s Interest
shall be vested in the Participant’s transferee, subject to such transferee
executing an appropriate instrument or agreement binding the transferee to the
provisions of this Plan, and such transferee shall be substituted as a party
hereunder and the Participant shall have no further interest in this Plan.


Article
10

Insurer


Any Insurer shall be bound only by the terms of its
issued Policy or Policies.  No Insurer
shall be bound by or deemed to have notice of the provisions of this Plan.  An Insurer shall have the right to rely on
the Plan Administrator’s representations with regard to any definitions,
interpretations or Policy interests as specified under this Plan.


Article
11

Claims And Review Procedure


11.1                           Claims
Procedure.  A Participant or
Beneficiary (“claimant”) who has not received benefits under this Plan that he
or she believes should be paid shall make a claim for such benefits as follows:


11.1.1                  Initiation –
Written Claim.  The claimant
initiates a claim by submitting to the Plan Administrator a written claim for
the benefits.  If such a claim relates to
the 









 



 


contents of a notice
received by the claimant, the claim must be made within sixty (60) days
after such notice was received by the claimant. 
All other claims must be made within one hundred eighty (180) days
of the date on which the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the claimant.


11.1.2                  Timing of
Plan Administrator Response.  The
Plan Administrator shall respond to such claimant within 90 days after
receiving the claim.  If the Plan
Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by
an additional 90 days by notifying the claimant in writing, prior to the end of
the initial 90-day period, that an additional period is required.  The notice of extension must set forth the
special circumstances and the date by which the Plan Administrator expects to
render its decision.


11.1.3                  Notice of Decision.  If the Plan Administrator denies part or all
of the claim, the Plan Administrator shall notify the claimant in writing of
such denial.  The Plan Administrator
shall write the notification in a manner calculated to be understood by the
claimant.  The notification shall set
forth:


(a)                                  The specific reasons for the denial;


(b)                                 A reference to the specific provisions of
this Plan on which the denial is based;


(c)                                  A description of any additional information
or material necessary for the claimant to perfect the claim and an explanation
of why it is needed;


(d)                                 An explanation of this Plan’s review
procedures and the time limits applicable to such procedures; and


(e)                                  A statement of the claimant’s right to bring
a civil action under ERISA Section 502(a) following an adverse benefit
determination on review.


11.2                           Review
Procedure.  If the Plan Administrator
denies part or all of the claim, the claimant shall have the opportunity for a
full and fair review by the Plan Administrator of the denial, as follows:


11.2.1                  Initiation –
Written Request.  To initiate the
review, the claimant, within 60 days after receiving the Plan Administrator’s
notice of denial, must file with the Plan Administrator a written request for
review.


11.2.2                  Additional
Submissions – Information Access. 
The claimant shall then have the opportunity to submit written comments,
documents, records and other information relating to the claim.  The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant’s claim for benefits.









 



 


11.2.3                  Considerations
on Review.  In considering the
review, the Plan Administrator shall take into account all materials and
information the claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.


11.2.4                  Timing of
Plan Administrator’s Response.  The
Plan Administrator shall respond in writing to such claimant within 60 days
after receiving the request for review. 
If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the claimant in writing,
prior to the end of the initial 60-day period, that an additional period is
required.  The notice of extension must
set forth the special circumstances and the date by which the Plan
Administrator expects to render its decision.


11.2.5                  Notice
of Decision.  The Plan Administrator
shall notify the claimant in writing of its decision on review.  The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant.  The notification shall set forth:


(a)                                  The specific reasons
for the denial;


(b)                                 A reference to the
specific provisions of this Plan on which the denial is based;


(c)                                  A statement that the
claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
(as defined in applicable ERISA regulations) to the claimant’s claim for
benefits; and


(d)                                 A statement of the
claimant’s right to bring a civil action under ERISA Section 502(a).


Article
12

Amendments And Termination


12.1                           Plan Administrator’s Authority to Amend
or Terminate Plan.  Subject to Section 12.2, the Plan
Administrator, acting on behalf of the Bank, may in its sole discretion amend,
so as to reduce or limit Participants’ rights or interests, or terminate this
Plan at any time.  In the event that the
Bank decides to maintain the Policies on any Participants whose participation
in the Plan has been terminated following any such amendment or termination of
this Plan, the Bank shall be the direct beneficiary of the entire death
proceeds payable under the Policies.


12.2                           Treatment
of Vested Rights Following Amendment or Termination of Plan.  With respect to any Participant who has a
Vested Insurance Benefit, which has not otherwise been terminated or forfeited
under the terms of this Plan, at the time that the Plan Administrator, acting
on behalf of the Bank, amends, so as to
reduce or limit Participants’ rights or interests, or terminates this
Plan, such Vested Insurance Benefit shall not be 









 



 


reduced, terminated or
otherwise adversely affected in any way by such amendment or termination unless
and to the extent that (i) the application of such amendment or termination of
this Plan to such Participant and his or her Vested Insurance Benefit, or to
all such similarly-situated Participants and their Vested Insurance Benefits,
is necessary in order for the Bank to avoid significant financial harm, (ii)
the Participant agrees to be bound by such action, or (iii) the application of
such amendment or termination of this Plan to such Participant and his or her
Vested Insurance Benefit, or to all such similarly-situated Participants and
their Vested Insurance Benefits, is necessary to conform to any written
directives or guidelines issued by the Bank’s federal or state banking
regulators or to comply with any regulations promulgated in accordance with
Section 409A of the Code.


12.3                           Amendments
in Favor of Participants. 
Notwithstanding any other provision contained in this Plan to the
contrary, the Plan Administrator, acting on behalf of the Bank, shall retain
the authority at all times to amend this Plan in such a way as to increase or
otherwise improve the rights or interests of all Participants generally or of
any individual Participant, or to otherwise amend this Plan in any other manner
that the Plan Administrator deems to be in the best interests of all
Participants or Beneficiaries generally or of an individual Participant or
Beneficiary, in any case whether before or after an individual Participant has
a Vested Insurance Benefit; provided, however, that such authority shall not
extend to any amendment that would violate any applicable laws or regulations,
including without limitation Section 409A of the Code and the regulations
promulgated thereunder.


Article 13

Administration


13.1                           Plan
Administrator Duties.  This Plan
shall be administered by a Plan Administrator which shall consist of the Board.
The Plan Administrator shall also have the discretion and authority to (i)
make, amend, interpret and enforce all appropriate rules and regulations for
the administration of this Plan and (ii) decide or resolve any and all ques­tions
including interpretations of this Plan, as may arise in connection with this
Plan.


13.2                           Agents.  In the administration of this Plan, the Plan
Administrator may employ agents and delegate to them such administrative duties
as it sees fit, (including acting through a duly appointed representative), and
may from time to time consult with counsel who may be counsel to the Bank.


13.3                           Binding
Effect of Decisions.  The decision or
action of the Plan Administrator with respect to any question arising out of or
in connection with the administration, interpretation and application of the
Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in this Plan.


13.4                           Indemnity
of Plan Administrator.  The Bank
shall indemnify and hold harmless the 









 



 


members of the
Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this
Plan, except in the case of willful misconduct by the Plan Administrator or any
of its members.


13.5                           Information.  To enable the Plan Administrator to perform
its functions, the Bank shall supply full and timely information to the Plan
Administrator on all matters relating to the base salary of Employees, the date
and circumstances of the retirement, Disability, death or Separation from
Service of any Participant, and such other pertinent information as the Plan
Administrator may reasonably require.


Article 14

Miscellaneous


14.1                           Binding
Effect.  This Plan shall bind each
Participant and the Bank, their beneficiaries, survivors, executors,
administrators and transferees and any Beneficiary.


14.2                           No
Guarantee of Employment.  This Plan
is not an employment policy or contract. It does not give a Participant the
right to remain an Employee, nor does it interfere with the Bank’s right to
discharge a Participant from employment with the Bank.  It also does not require a Participant to
remain an Employee nor interfere with a Participant’s right to terminate
employment at any time.


14.3                           Applicable
Law.  The Plan and all rights
hereunder shall be governed by and construed according to the laws of the
Commonwealth of Massachusetts, except to the extent preempted by the laws of
the United States of America.


14.4                           Reorganization.  The Bank shall not merge or consolidate into
or with another bank or other entity, or reorganize, or sell substantially all
of its assets to another bank or other entity, firm or person unless such
succeeding or continuing bank or other entity, firm or person agrees to assume
and discharge the obligations of the Bank under this Plan.  Upon the occurrence of any such event, the
term “Bank” as used in this Plan shall be deemed to refer to any such  successor or survivor.


14.5                           Notice.  Any notice or filing required or permitted to
be given to the Plan Administrator under this Plan shall be sufficient if in
writing and hand-delivered, or sent by registered or certified mail, to the
address below:


 




	
  Enterprise Bank and Trust Company

  
	
  222 Merrimack

  
	
  Lowell, MA 01852

  






 


Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark or the receipt for registration
or certification.









 



 


Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.


14.6                           Entire
Agreement.  With respect to each
Participant, this Plan, along with the Participant’s Election Form, Beneficiary
Designation Form and any agreement in writing between the Bank and the
Participant, constitute the entire agreement between the Bank and the
Participant as to the subject matter hereof. 
No rights are granted to any Participant under this Plan other than
those specifically set forth herein.


14.7                           Death
Proceeds Under Policy(ies) May Exceed Participant’s Interest.  Each Participant acknowledges and agrees that
the amount of the death proceeds payable under any Policy or Policies may
exceed the Participant’s Interest with respect to such Policy or Policies and
that any such excess amount shall be payable to the Bank or its designee.


14.8                           Death
Proceeds Under Policy(ies) Subject to Claims of Creditors.  Each Participant acknowledges and agrees that
the amount of the death proceeds payable under any Policy or Policies is a
general asset of the Bank and as such is subject to the claims of the Bank’s general
creditors.  Neither any Participant nor
any Beneficiary has any preferred status or secured claim with respect to any
such proceeds.


14.9                           Interpretation.  It
is the intention of the parties hereto that the provisions of this Plan shall
comply with the provisions of Section 409A of the Code and this Plan shall be
interpreted in a manner consistent with such intention.


14.10                     Alternative Action.  In the event it shall become impossible for
the Bank or the Plan Administrator to perform any act required by this Plan,
the Bank or Plan Administrator may in its discretion perform such alternative
act as most nearly carries out the intent and purpose of this Plan and is in
the best interests of the Bank.


14.11                     Headings.  Article and section
headings are for convenient reference only and shall not control or affect the
meaning or construction of any of this Plan’s provisions.


14.12                     Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein.


IN WITNESS
WHEREOF, the Bank has caused this Plan to be executed as a sealed instrument by
a duly authorized officer as of the date indicated above.


	
  

  	
  Enterprise Bank
  and Trust Company

  
	
   

  	
  By: 

  	
    /s/
  James A. Marcotte

  
	
   

  	
  Title:

  	
    EVP,
  Chief Financial Officer and Treasurer