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                                  EXHIBIT 10.1

                            ENTERBANK HOLDINGS, INC.
                          DEFERRED COMPENSATION PLAN I

                                    Article I
                              Establishment of Plan

1.1      Purpose. The Enterbank Holdings, Inc. Deferred Compensation Plan I is
hereby established by the Board of Directors of Enterbank Holdings, Inc. (the
"Corporation" or "Enterbank Holdings"), a Delaware corporation, to provide
deferred compensation benefits to selected executives of the Corporation as more
fully provided herein. The benefits provided under the Plan are intended to be
in addition to other employee benefits programs offered by the Corporation,
including but not limited to tax-qualified employee benefit plans.

1.2      Effective Date and Term. Enterbank Holdings, Inc. adopts this unfunded
eferred compensation plan effective as of December 20, 1999, to be known as the
Enterbank Holdings, Inc. Deferred Compensation Plan I, hereinafter referred to
as the "Plan."

1.3      Applicability of ERISA. This Plan is intended to be a "top-hat" plan.
This Plan is an unfunded plan maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees within the meaning of ERISA.

                                   Article II
                                   Definitions

              As used within this document, the following words and phrases have
the meanings described in this Article II unless a different meaning is required
by the context. Some of the words and phrases used in the Plan are not defined
in this Article II, but for convenience, are defined as they are introduced into
the text. Words in the masculine gender shall be deemed to include the feminine
gender. Any headings used are included for ease of reference only, and are not
to be construed so as to alter any of the terms of the Plan.

2.1      Annual Deferral. The amount of Basic Salary and/or Bonuses which the
Participant elects to defer in each Deferral Period pursuant to Article 4.1 of
the Plan Document.

2.2      Basic Salary. A Participant's base annual salary for the applicable
Plan Year.

2.3      Beneficiary. Individual(s) or entit(ies) designated by a Participant in
accordance with Section 14.6.


2.4      Board or Board of Directors. The Board of Directors of the Corporation.

2.5      Bonus. Earnings and incentive compensation awarded to a Participant at
the option of the Corporation which may or may not occur during each Plan Year.

2.6      Code. The Internal Revenue Code of 1986. Reference to a section of the
Code shall include that section and any comparable section or sections of any
future legislation that amends, supplements or supersedes such section.

2.7      Committee. A committee of one or more individuals appointed by the
Board of Directors to administer the Plan.


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2.8      Corporation. Enterbank Holdings, Inc.

2.9      Deferral Account. The account established for a Participant pursuant to
Section 5.1 of the Plan Document.


2.10     Deferral Election. The election made by the Participant pursuant to
Section 4.1 of the Plan Document.

2.11     Deferral Period. The Plan Year, or in the case of a newly hired or
promoted employee who becomes an Eligible Employee during a Plan Year, the
remaining portion of the Plan Year. In the case of the first Plan Year, the
Deferral Period for Bonus commences December 20, 1999, and ends December 31,
1999. The first Deferral Period for Basic Salary commences January 1, 2000, and
ends December 31, 2000.

2.12     Disability. A total and permanent disability, which qualifies the
Participant for early payout of benefits, as described in Section 7.2. The
existence of a Disability shall be determined by the Committee on the advice of
a physician chosen by the Committee.

2.13     Effective Date. December 20, 1999.

2.14     Eligible Employee. An employee of the Corporation or a subsidiary of
the Corporation who is designated by the Board of Directors.

2.15     ERISA. The Employee Retirement Income Security Act of 1974, as amended.

2.16     IRS. The Internal Revenue Service.

2.17     Participant. Any individual approved by the Board of Directors who
becomes eligible to participate in the Plan pursuant to - Article III of the
Plan Document.

2.18     Participant Agreement and Deferral Election Form. The written agreement
to defer Basic Salary and/or Bonuses made by the Participant. Such written
agreement shall be in a format designated by the Corporation. In order to revoke
these documents, the Participant should notify the committee and the Plan
Administrator.

2.19     Plan. The Enterbank Holdings, Inc. Deferred Compensation Plan I.

2.20     Plan Administrator. The Corporation unless the Corporation designates
another individual or entity to hold the position of the Plan Administrator.

2.21     Plan Year. For the initial Plan Year, the period beginning December 20,
1999, and ending on December 31, 1999. Thereafter, "Plan Year" means the
12-month period beginning each January 1 and ending on the following December
31.

2.22     Rabbi Trust. The Rabbi Trust, which the Corporation may, in its sole
discretion, establish for the Enterbank Holdings, Inc. Deferred Compensation
Plan I, as amended from time to time.

2.23     Retirement Date. The first day of the first month coincident with or
next following the date on which a Participant reaches age 65 and employment
ceases with Corporation. If Participant continues employment with Corporation
beyond age 65, the Retirement Date shall be the first day of the first month
coincident with or next following the date on which Participant's employment
ceases with the Corporation. If Participant is employed by Corporation at the
time the Participant reaches age 68, the Participant's Retirement Date shall be
the first day of the




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first month coincident with or next following the date on which the Participant
reaches age 68 regardless of whether Participant is still employed by the
Corporation.

2.23     Valuation Date. Each business day of the Plan Year.

2.24     Years of Service. Each consecutive twelve (12) month period during
which a Participant is continuously employed by the Corporation.


                                   Article III
                          Eligibility and Participation

3.1      Participation - Eligibility and Initial Period. Participation in the
Plan is open only to Eligible Employees of the Corporation (as defined in
Section 2.14). Each Eligible Employee of the Corporation, as of the Effective
Date, may become a Participant for the Deferral Period from December 20, 1999,
through December 31, 1999, if he submits a properly completed Participation
Agreement and Deferral Election Form to the Committee prior to December 23,
1999. Such Form shall apply to any Bonus paid after the execution of the Form
and to Basic Salary paid January 1, 2000, through December 31, 2000. Any
employee becoming an Eligible Employee after the Effective Date, e.g., new hires
or promoted employees, may become a Participant for the Deferral Period
commencing on or after he becomes an Eligible Employee if he submits a properly
completed Participation Agreement and Deferral Election Form within thirty (30)
days after becoming an eligible employee.

3.2      Participation - Subsequent Entry into Plan. An Eligible Employee who
does not elect to participate at the time of initial eligibility as set forth in
Section 3.1 shall remain eligible to become a Participant in subsequent Plan
Years as long as he continues his status as an Eligible Employee. In such event,
the Eligible Employee may become a Participant by submitting a properly executed
Participation Agreement and Deferral Election Form prior to January 1 of the
Plan Year for which it is effective.

                                   Article IV
                                  Contributions

4.1      Deferral Election. Before the first day of each Plan Year, a
Participant shall file with the Committee, a Participation Agreement and
Deferral Election Form indicating the amount of Basic Salary and/or Bonus
deferrals for that Plan Year. After a Plan Year commences, such Deferral
Election shall continue for the entire Plan Year except that it shall terminate
upon termination of employment.

4.2      Maximum Deferral Election. A Participant may elect to defer up to up to
one hundred percent (100%) of Bonus earned during the first Plan Year dated
December 20, 1999 through December 31, 1999. Thereafter, a Participant may elect
to defer up to twenty-five percent (25%) of Basic Salary and/or up to one
hundred (100%) of Bonuses earned during the corresponding Deferral Period. A
Deferral Election may be automatically reduced if the Committee determines that
such action is necessary to meet Federal or State tax withholding obligations.

4.3      Minimum Deferral Election. For the initial Deferral Period commencing
December 20, 1999 and ending December 31, 1999, there shall be no minimum
deferral; thereafter, a Participant must elect to defer at least $2,400 during
the Deferral Period from Basic Salary, Bonuses, or a combination of Basic Salary
and Bonuses or no deferral during such Deferral Period.

4.4      Employer Contributions. The Corporation may, in its sole discretion,
make a contribution to the Participant's Deferral Account.

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                                    Article V
                                    Accounts

5.1      Deferral Accounts. Solely for recordkeeping purposes, the Plan
Administrator shall establish a Deferral Account for each Participant. A
Participant's Deferral Account shall be credited with the contributions made by
him or on his behalf by the Corporation under Section 4.4 and shall be credited
(or charged, as the case may be) with the hypothetical or deemed investment
earnings and losses determined pursuant to Section 5.3, and charged with
distributions made to or with respect to him.

5.2      Crediting of Deferral Accounts. Basic salary contributions under
Section 4.1 shall be credited to a Participant's Deferral Account as of the date
on which such contributions were withheld from his Basic Salary. Bonus
contributions under Section 4.1 shall be credited to a Participant's Deferral
Account as of the date on which the contribution would have otherwise been paid
in cash. Contributions under Section 4.4 shall be credited to the Participant's
Deferral Account as of the date declared by the Corporation. Any distribution
with respect to a Deferral Account shall be charged to that Account as of the
date such payment is made by the Corporation or the trustee of any Rabbi Trust
established for the Plan.

5.3      Earning Credits or Losses. Amounts credited to a Deferral Account shall
be credited with deemed net income, gain and loss, including the deemed net
unrealized gain and loss based on hypothetical investment directions made by the
Participant with respect to this Deferral Account on a form designated by the
Corporation, in accordance with investment options and procedures adopted by the
Corporation in its sole discretion, from time to time. Such earnings will
continue to accrue during any period in which installments are paid pursuant to
Article VII.

5.4      Hypothetical Nature of Accounts. The Plan constitutes a mere promise by
the Corporation to make the benefit payments in the future. Any Deferral Account
established for a Participant under this Article V shall be hypothetical in
nature and shall be maintained for the Corporation's recordkeeping purposes
only, so that any contributions can be credited and so that deemed investment
earnings and losses on such amounts can be credited (or charged, as the case may
be). Neither the Plan nor any of the Accounts (or subaccounts) shall hold any
actual funds or assets. The right of any individual or entity to receive one or
more payments under the Plan shall be an unsecured claim against the general
assets of the Corporation. Any liability of the Corporation to any Participant,
former Participant, or Beneficiary with respect to a right to payment shall be
based solely upon contractual obligations created by the Plan. The Corporation,
the Board of Directors, the Committee and any individual or entity shall not be
deemed to be a trustee of any amounts to be paid under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and a Participant, former Participant,
Beneficiary, or any other individual or entity. The Corporation may, in its sole
discretion, establish a Rabbi Trust as a vehicle in which to place funds with
respect to this Plan.
The Corporation does not in any way guarantee any Participant's Deferral Account
against loss or depreciation, whether caused by poor investment performance,
insolvency of a deemed investment or by any other event or occurrence. In no
event shall the employee, officer, director, or stockholder of the Corporation
be liable to any individual or entity on account of any claim arising by reason
of the Plan provisions or any instrument or instruments implementing its
provisions, or for the failure of any Participant, Beneficiary or other
individual or entity to be entitled to any particular tax consequences with
respect to the Plan or any credit or payment thereunder.

5.5      Statement of Deferral Accounts. The Plan Administrator shall provide to
each Participant quarterly statements setting forth the value of the Deferral
Account maintained for such Participant.


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                                   Article VI
                                     Vesting

6.1      Vesting. The Corporation's contributions credited to a Participant's
Deferral Account under Section 4.4 and any deemed investment earnings
attributable to these contributions shall be one hundred percent (100%) vested
or nonforfeitable when the Participant has five Years of Service with the
Corporation. Prior to the time a Participant has five Years of Service with the
Corporation, the Corporation's contributions to his account shall be zero
percent (0%) vested. In addition, a Participant shall be one hundred percent
(100%) vested in the Corporation's contributions, including any deemed
investment earnings attributable to these contributions, upon his death or
Disability while he is actively employed by the Corporation. All other amounts
credited to a Participant's Deferral Account shall be one hundred percent (100%)
vested at all times.

                                  Article VII
                                    Benefits

7.1      Retirement Date. Unless benefits have already commenced pursuant to
another section in this Article VII, a Participant shall be entitled to begin
receipt of the vested amount credited to his Deferral Account as of the
Valuation Date coinciding with his Retirement Date. Payment of any amount under
this Section shall commence within thirty (30) days of the Participant's
Retirement Date and in accordance with the payment method elected by the
Participant on his Participation Agreement and Deferral Election Form.

7.2      Disability. If a Participant suffers a Disability while employed with
the Corporation and before he is entitled to benefits under this Article, he
shall receive the amount credited to his Deferral Account as of the Valuation
Date coinciding with the Date on which the Participant is determined by the
Committee to have suffered a Disability. Payment of any amount under this
Section shall commence within thirty (30) days of when the Committee determines
the existence of the Participant's Disability and in accordance with the payment
method elected by the Participant on his Participation Agreement and Deferral
Election Form.

7.3      Pre-Retirement Survivor Benefit. If a Participant dies before becoming
entitled to benefits under this Article, the Beneficiary or Beneficiaries
designated under Section 14.6, shall receive in a single lump sum, a
Pre-Retirement Survivor Benefit equal to the vested amount credited to the
Participant's Deferral Account as of the Valuation Date coinciding with the date
of the Participant's death. Payment of any amount under this Section shall be
made within thirty (30) days of the Participant's death, or if later, within
thirty (30) days of when the Committee receives notification of or otherwise
confirms the Participant's death.


7.4      Post-Retirement Survivor Benefit. If a Participant dies after benefits
have commenced, but prior to receiving complete payment of benefits under this
Article, the Beneficiary or Beneficiaries designated under Section 14.6, shall
receive in a single lump sum the vested amount credited to the Participant's
Deferral Account as of the Valuation Date coinciding with the date of the
Participant's death. Payment of any amount under this Section shall be made
within thirty (30) days of the Participant's death, or if later, within thirty
(30) days of when the Committee receives notification of or otherwise confirms
the Participant's death.

7.5      Termination. If a Participant's employment terminates with the
Corporation before he becomes entitled to receive benefits by reason of any of
the above Sections, he shall receive in a single lump sum the vested amount
credited to his Deferral Account as of the Valuation Date coinciding with the
date on which the Participant's employment terminates. Payment of any amount
under this Section shall be made within thirty (30) days of when the Participant
terminates his employment with the Corporation.

7.6      Change in Control. If a Change in Control occurs before a Participant
becomes entitled to receive benefits by reason of any of the above Sections or
before the Participant has received complete payment of his benefits under this
Article, he shall receive a lump sum payment of the amount credited to his
Account as of the Valuation Date immediately preceding the date on which the
Change in Control occurs. Payment of any amount


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under this section shall commence within thirty (30) days of when the Change in
Control is deemed to have occurred and is recognized by the Corporation's Board
of Directors.

For the purposes of this Plan, a Change in Control shall mean a change in
control of the Corporation of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
the Corporation is in fact required to comply therewith; provided, that, without
limitation, such a change in control for purposes of this Plan shall be deemed
to have occurred if:

    (i)       any "person" (as such term is used in Sections 13(d) and 14(d) of
    the Exchange Act), other than the Corporation, any trustee or other
    fiduciary holding securities under an employee benefit plan of the
    Corporation or a corporation owned, directly or indirectly, by the
    stockholders of the Corporation in substantially the same proportions as
    their ownership of stock of the Corporation is or becomes the "beneficial
    owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
    indirectly, of securities of the Corporation representing thirty percent
    (30%) or more of the combined voting power of the Corporation's then
    outstanding securities; or

    (ii)      during any period of twenty-four (24) consecutive months (not
    including any period prior to the effective date of this Plan), individuals
    who at the beginning of such period constitute the Corporation's Board of
    Directors and any new director (other than a director designated by a person
    who has entered into an agreement with the Corporation to effect a
    transaction described in paragraphs (i), (ii) or (iii) of this Section whose
    election by the Board or nomination for election by the stockholders of the
    Corporation was approved by a vote of at least two-thirds (2/3) of the
    directors then still in office who either were directors at the beginning of
    such period or whose election or nomination for election was previously so
    approved, cease for any reason to constitute a majority thereof; or

    (iii)     the stockholders of the Corporation approve a merger or
    consolidation of the Corporation with any other corporation, other than (A)
    a merger or consolidation which would result in the voting securities of the
    Corporation outstanding immediately prior thereto continuing to represent
    (either by remaining outstanding or by being converted into voting
    securities of the surviving entity) at least fifty percent (50%) of the
    combined voting securities of the Corporation or such surviving entity
    outstanding immediately after such merger or consolidation or (B) a merger
    or consolidation effected to implement a recapitalization of the Corporation
    (or similar transaction) in which no "person" (as hereinabove defined)
    acquires thirty percent (30%) or more of the combined voting power of the
    Corporation's then outstanding securities; or

    (iv)      the stockholders of the Corporation approve a plan of complete
    liquidation of the Corporation or an agreement for the sale or disposition
    by the Corporation of all or substantially all of the Corporation's assets.


7.7      Payment Methods. Unless otherwise provided in this Article VII, a
Participant may elect to receive payment of the vested amount credited to his
Deferral Account in a single lump sum or in five (5), or ten (10) annual
installments. This election must be made on the Participation Agreement and
Deferral Election Form for the corresponding Plan Year. Any installment payments
shall be paid annually on the first practicable day after the distributions are
scheduled to commence. Each installment payment shall be determined by
multiplying the Deferral Account Balance by a fraction, the numerator of which
is one and the denominator of which is the number of remaining installment
payments.


                                  Article VIII
                            In-Service Distributions

8.1      Election of In-Service Distributions. A Participant may irrevocably
elect in each Deferral Period, for that particular Deferral Election, to receive
in the future an In-Service Distribution from his Deferral Account. Such
Deferral Election shall state the percentage and date on which such In-Service
distribution is to be paid. Each

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election shall state the date on which such In-Service Distribution is to be
paid; provided that such date is not earlier than five (5) years from January
1st of the Plan Year following the year of said election. For example: The
earliest distribution date for the initial Plan Year ending December 31, 1999
would be January 1, 2005. This is calculated using January 1, 2000 as the
"January 1st of the Plan Year following" plus five (5).

8.2      Payment of In-Service Distributions. All In-Service Distributions shall
be made within thirty (30) days of the date stated on the Participation
Agreement and Deferral Election Form. Distributions shall be in the form of a
single lump sum payment.

8.3      Termination Prior to In-Service Distribution Date. Notwithstanding a
Participant's election of an In-Service Distribution, in the event a
Participant's employment terminates for any reason pursuant to Article VII of
the Plan Document and prior to such Participant receiving any In-Service
Distribution, the Participant shall receive his Deferral Account according to
the payment method designated in Article VII or as elected on his Participation
Agreement and Deferral Election Form.

                                   Article IX
                              Hardship Withdrawals

9.1      Hardship Withdrawals. If a Participant incurs an unforeseeable
emergency, the Participant may make a written request to the Committee for a
hardship withdrawal from his account. An unforeseeable emergency is a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or the Participant's dependent (as
defined in Section 152(e) of the Code), loss of the Participant's property due
to casualty or other similar extraordinary and unforeseen circumstances beyond
the control of the Participant. Withdrawals of amounts because of unforeseeable
emergencies are only permitted to the extent reasonably necessary to satisfy the
emergency need. The Committee will have sole discretion in dealing with and
determining hardship cases. This section shall be interpreted in a manner
consistent with Sections 1.457-2(h)(4) and 1.457-2(h)(5) of the Treasury
Regulations.
In the event of a Hardship Withdrawal, the Participant's deferrals for the
remainder of the Plan Year shall be suspended. Deferrals may commence with the
next following Plan Year provided the Participant completes the appropriate
Participation Agreement and Deferral Election form prior to January 1 of the
corresponding Plan Year.

                                    Article X
                             Establishment of Trust

10.1     Establishment of Trust. The Corporation may establish a Rabbi Trust for
the Plan. If established, all benefits payable under this Plan to a Participant
shall be paid directly by the Corporation from the Rabbi Trust. To the extent
that such benefits are not paid from the Rabbi Trust, the benefits shall be paid
from the general assets of the Corporation. Any Rabbi Trust shall be an
irrevocable grantor trust which conforms to the terms of the model trust as
described in IRS Revenue Procedure 92-64, I.R.B. 1992-33. The assets of the
Rabbi Trust are subject to the claims of the Corporation's creditors in the
event of its insolvency. Except as to any amounts paid or payable to a Rabbi
Trust, the Corporation shall not be obligated to set aside, earmark or escrow
any funds or other assets to satisfy its obligations under this Plan, and the
Participant and/or his designated Beneficiaries shall not have any property
interest in any specific assets of the Corporation other than the unsecured
right to receive payments from the Corporation, as provided in this Plan.


                                   Article XI
                               Plan Administration

11.1     Plan Administration. The Plan shall be administered by the Committee,
and such Committee may designate an agent to perform the recordkeeping duties.
The Committee shall construe and interpret the Plan,






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including disputed and doubtful terms and provisions and, in its sole
discretion, decide all questions of eligibility and determine the amount, manner
and time of payment of benefits under the Plan. The determinations and
interpretations of the Committee shall be consistently and uniformly applied to
all Participants and Beneficiaries, including but not limited to interpretations
and determinations of amounts due under this Plan, and shall be final and
binding on all parties. The Plan at all times shall be interpreted and
administered as an unfunded deferred compensation plan, and no provision of the
Plan shall be interpreted so as to give any Participant or Beneficiary any right
in any asset of the Corporation which is a right greater than the right of a
general unsecured creditor of the Corporation.


                                   Article XII
                            Nonalienation of Benefits

12.1     Nonalienation of Benefits. The interests of Participants and their
Beneficiaries under this Plan are not subject to the claims of their creditors
and may not be voluntarily or involuntarily sold, transferred, alienated,
assigned, pledged, anticipated, or encumbered, attached or garnished. Any
attempt by a Participant, his Beneficiary, or any other individual or entity to
sell, transfer, alienate, assign, pledge, anticipate, encumber, attach, garnish,
charge or otherwise dispose of any right to benefits payable shall be void. The
Corporation may cancel and refuse to pay any portion of a benefit which is sold,
transferred, alienated, assigned, pledged, anticipated, encumbered, attached or
garnished. The benefits which a Participant may accrue under this Plan are not
subject to the terms of any Qualified Domestic Relations Order (as that term is
defined in Section 414(p) of the Code) with respect to any Participant, and the
Plan Administrator, Board of Directors, employees, Committee and Corporation
shall not be required to comply with the terms of such order in connection with
this Plan. The withholding of taxes from Plan payments, the recovery of Plan
overpayments of benefits made to a Participant or Beneficiary, the transfer of
Plan benefit rights from the Plan to another plan, or the direct deposit of Plan
Payments to an account in a financial institution (if not actually a part of an
arrangement constituting an assignment or alienation) shall not be construed as
assignment or alienation under this Article XII.


                                  Article XIII
                            Amendment and Termination

13.1     Amendment and Termination. The Corporation reserves the right to amend,
alter or discontinue this Plan at any time. Such action may be taken in writing
by any officer of the Corporation who has been duly authorized by the
Corporation to perform acts of such kind. However, no such amendment shall
deprive any Participant or Beneficiary of any portion of any benefit which would
have been payable had the Participant's employment with the Corporation
terminated on the effective date of such amendment or termination.
Notwithstanding the provisions of this Article XIII to the contrary, the
Corporation may amend the Plan at any time, in any manner, if the Corporation
determines any such amendment is required to ensure that the Plan is
characterized as providing deferred compensation for a select group of
management or highly compensated employees and as described in ERISA Sections
201(2), 301(a)(3) and 401(a)(1) or to otherwise conform the Plan to the
provisions of any applicable law including, but not limited to, ERISA and the
Code.


                                   Article XIV
                               General Provisions

14.1     Good Faith Payment. Any payment made in good faith in accordance with
provisions of the Plan shall be a complete discharge of any liability for the
making of such payment under the provisions of this Plan.

14.2     No Right to Employment. This Plan does not constitute a contract of
employment, and participation in


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the Plan shall not give any Participant the right to be retained in the
employment of the Corporation.

14.3     Binding Effect. The provisions of this Plan shall be binding upon the
Corporation and its successors and assigns and upon every Participant and
his/her heirs, Beneficiaries, estates and legal representatives.

14.4     Participant Change of Address. Each Participant entitled to benefits
shall file with the Plan Administrator, in writing, any change of post office
address. Any check representing payment and any communication addressed to a
Participant or a former Participant at this last address filed with the Plan
Administrator, or if no such address has been filed, then at his last address as
indicated on the Corporation's records, shall be binding on such Participant for
all purposes of the Plan, and neither the Plan Administrator, the Corporation
nor any other payer shall be obliged to search for or ascertain the location of
any such Participant. If the Plan Administrator is in doubt as to the address of
any Participant entitled to benefits or as to whether benefit payments are being
received by a Participant, it shall, by registered mail addressed to such
Participant at his last known address, notify such Participant that:

    (i)       All unmailed and future Plan payments shall be withheld until
              Participant provides the Plan Administrator with evidence of such
              Participant's continued life and proper mailing address; and
    (ii)      Participant's right to any Plan payment shall, at the option of
              the Committee, be canceled forever, if, at the expiration of five
              (5) years from the date of such mailing, such Participant or his
              Beneficiary shall not have provided the Committee with evidence of
              his continued life and proper mailing address.

14.5     Notices. Each Participant shall furnish to the Plan Administrator any
information the Plan Administrator deems necessary for purposes of administering
the Plan, and the payment provisions of the Plan are conditional upon the
Participant furnishing promptly such true and complete information as the Plan
Administrator may request. Each Participant shall submit proof of his age when
required by the Plan Administrator. The Plan Administrator shall, if such proof
of age is not submitted as required, use such information as is deemed by it to
be reliable, regardless of the lack of proof, or the misstatement of the age of
individuals entitled to benefits. Any notice or information which, according to
the terms of the Plan or requirements of the Plan Administrator, must be filed
with the Plan Administrator, shall be deemed so filed if addressed and either
delivered in person or mailed to and received by the Plan Administrator, in care
of the Corporation currently located at:

                           Enterbank Holdings, Inc.
                           Attn:  Chief Financial Officer
                           150 North Meramec
                           Clayton, MO  63105

14.6     Designation of Beneficiary. Each Participant shall designate, by name,
on Beneficiary designation forms provided by the Plan Administrator, the
Beneficiary(ies) who shall receive any benefits which might be payable after
such Participant's death. A Beneficiary designation may be changed or revoked
without such Beneficiary's consent at any time or from time to time in the
manner as provided by the Plan Administrator, and the Plan Administrator shall
have no duty to notify any individual or entity designated as a Beneficiary of
any change in such designation which might affect such individual or entity's
present or future rights. If the designated Beneficiary does not survive the
Participant, all amounts which would have been paid to such deceased Beneficiary
shall be paid to any remaining Beneficiary in that class of beneficiaries,
unless the Participant has designated that such amounts go to the lineal
descendants of the deceased Beneficiary. If none of the designated primary
Beneficiaries survive the Participant, and the Participant did not designate
that payments would be payable to such Beneficiary's lineal descendants, amounts
otherwise payable to such Beneficiaries shall be paid to any successor
Beneficiaries designated by the Participant, or if none, to the Participant's
spouse, or, if the Participant was not married at the time of death, the
Participant's estate.



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No Participant shall designate more than five (5) simultaneous Beneficiaries,
and if more than one (1) Beneficiary is named, Participant shall designate the
share to be received by each Beneficiary. Despite the limitation on five (5)
Beneficiaries, a Participant may designate more than five (5) Beneficiaries
provided such beneficiaries are the surviving spouse and children of the
Participant. If a Participant designates alternative, successor, or contingent
Beneficiaries, such Participant shall specify the shares, terms and conditions
upon which amounts shall be paid to such multiple, alternative, successor or
contingent beneficiaries. Any payment made under this Plan after the death of a
Participant shall be made only to the Beneficiary or Beneficiaries designated
pursuant to this Section.

14.7     Claims. Any claim for benefits must initially be submitted in writing
to the Plan Administrator. If such claim is denied (in whole or in part), the
claimant shall receive notice from the Plan Administrator, in writing, setting
forth the specific reasons for denial, with specific reference to applicable
provisions of this Plan. Such notice shall be provided within ninety (90) days
of the date the claim for benefits is received by the Plan Administrator, unless
special circumstances require an extension of time for processing the claim, in
which event notification of the extension shall be provided to the claimant
prior to the expiration of the initial 90 day period. The extension notification
shall indicate the special circumstances requiring the extension of time and the
date by which the Plan Administrator expects to render its decision. Any such
extension shall not exceed 90 days. Any disagreements about such interpretations
and construction may be appealed in writing by the claimant within sixty (60)
days to the Plan Administrator. The Plan Administrator shall respond to such
appeal within sixty (60) days, with a notice in writing fully disclosing its
decision and its reasons, unless special circumstances require an extension of
time for reviewing the claim, in which event notification of the extension shall
be provided to the claimant prior to the expiration of the initial sixty (60)
day period. Any such extension shall be provided to the claimant prior to the
commencement of the extension. Any such extension shall not exceed 60 days. No
member of the Board of Directors, or any committee thereof, shall be liable to
any individual or entity for any action taken hereunder, except those actions
undertaken with lack of good faith.

14.8     Action by Board of Directors. Any action required to be taken by the
Board of Directors of the Corporation pursuant to the Plan provisions may be
performed by a committee of the Board, to which the Board of Directors of the
Corporation delegates the authority to take actions of that kind.

14.9     Governing Law. To the extent not superseded by the laws of the United
States, the laws of the State of Missouri shall be controlling in all matters
relating to this Plan.

14.10     Severability. In the event any provision of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan, and the Plan shall be interpreted
and enforced as if such illegal and invalid provisions had never been set forth.

IT WITNESS WHEREOF, ENTERBANK HOLDINGS, INC. has adopted the foregoing
instrument effective as of December 20, 1999.

              ENTERBANK HOLDINGS, INC.

              By:

              Title:


              ATTEST:

                                     II-10
<PAGE>   11


                            ENTERBANK HOLDINGS, INC.
                          DEFERRED COMPENSATION PLAN I
               PARTICIPATION AGREEMENT AND DEFERRAL ELECTION FORM

Participant Name:  _____________________________________________________________

Participant Address:  __________________________________________________________

Social Security Number:  ___________________  Date of Birth:  __________________

________________________________________________________________________________
PART I - PARTICIPATION AGREEMENT

Enterbank Holdings, Inc. (the "Company") has established the Enterbank Holdings,
Inc. Deferred Compensation Plan I (the "Plan") effective, December 20, 1999.

You have been selected for Plan participation. Your consent to participate in
the Plan and your election to defer your compensation under the Plan is
evidenced by your signature on the last page of this Form. Unless otherwise
defined in this Form, a capitalized term has the same meaning as that provided
in the Plan. A copy of the Plan is attached to this Form. Please read the Plan
and keep it for your future reference. If you have questions about the Plan,
please contact Jim Wagner at (314) 725-5500.

For the Plan Year beginning January 1, 2000 and ending December 31, 2000, your
completed Form must be received by the Company prior to December 23, 1999. In
future years, your completed Form must be received by the Company prior to
December 15 of the preceding year. Your compensation deferral election will
apply to your annual compensation for services rendered for the Company after
execution of the Deferral Election Form. After any Plan Year has begun, your
deferral election for that year cannot be modified. Nonetheless, you may
prospectively terminate your deferral election at any time during the Plan Year;
however, you may not begin deferring again until the following Plan Year. In
order to participate, your total deferral of salary and bonus combined must be
no less than $2,400 in a calendar year.

Your deferral contributions are not subject to federal or state income tax until
distributed from the Plan; however, they are subject to Social Security taxes at
the time services are rendered. Such amounts will not again be subject to Social
Security taxes at the time of distribution. The Company will deduct from your
remaining compensation, which is not deferred into the Plan, your Social
Security tax liability for your deferral contributions.

________________________________________________________________________________
PART II - DEFERRAL ELECTION (complete before the beginning of the plan year)

A. 2000 SALARY

Please note the percentage/dollar amount indicated will be deducted from each
paycheck during the Plan Year.
(Please select one)

[ ]  I elect to defer ____________% (up to 25%) from my salary or $________ from
     each bimonthly paycheck.

[ ]  I elect NO deferral of salary.

Note: You cannot change the deferral level during the plan year for which your
election applies.


                                       II-11
<PAGE>   12


PART III - DEFERRAL ELECTION

A.       1999 BONUS
<TABLE>

(Please select one)
<S>     <C>
[ ]      I elect to defer _______________ dollars ($_______________) of my bonus.
[ ]      I elect to defer _______________ percent (_______________%) of my bonus.
[ ]      I elect to defer the first _______________ dollars ($_______________) of my bonus and _______________ percent
        (_______________%) of my remaining bonus, if any.
[ ]      I elect to defer _______________ percent (_______________%) of the first _______________ dollars ($_______________) of my
        bonus.
[ ]      I elect to defer _______________ percent (_______________%) of any bonus in excess of _______________ dollars
        ($)_____________.

[ ]      I elect NO deferral of bonus.
</TABLE>



________________________________________________________________________________


B.       2000 BONUS (complete before the beginning of the plan year)

<TABLE>
(Please select one)
<S>      <C>
[ ]      I elect to defer _______________ dollars ($_______________) of my bonus.
[ ]      I elect to defer _______________ percent (_______________%) of my bonus.
[ ]      I elect to defer the first _______________ dollars ($_______________) of my bonus and _______________ percent
        (_______________%) of my remaining bonus, if any.
[ ]      I elect to defer _______________ percent (_______________%) of the first _______________ dollars ($_______________) of my
        bonus.
[ ]      I elect to defer _______________ percent (_______________%) of any bonus in excess of _______________ dollars
        ($)______________.

[ ]      I elect NO deferral of bonus.
</TABLE>

________________________________________________________________________________
PART IV - SELECTION OF INVESTMENTS
MUST BE IN MULTIPLES OF 5%, AND THE TOTAL MUST EQUAL 100%.

I hereby request to have my Deferral Account valued as though invested as
follows:

_____     Money Market
_____     International
_____     S&P Index
_____     Growth & Income
_____     Bond
_____     Small Cap
100%



                                     II-12
<PAGE>   13
________________________________________________________________________________
PART V - SELECTION OF RETIREMENT OR DISABILITY PAYMENT METHOD

I elect to receive my account balance upon Retirement or Disability in the
following method:

<TABLE>
<S>                                 <C>                                <C>
[ ]      Lump sum payment*          [ ] Five annual payments*          [ ] Ten annual payments
</TABLE>

* If your state has enacted a Source Tax law, your distribution could be subject
to double state income taxation if a distribution payout of less than ten years
is selected. Please consult your tax advisor if you require additional
information.
________________________________________________________________________________
PART VI - IN-SERVICE DISTRIBUTION

A.       ELECTION

(Please select one)
[ ]     I elect to receive an In-Service Distribution of _________ % of my 1999
        Bonus Deferral Account. I request that the In-Service Distribution be
        paid to me ___________________________ (insert a month, day and year.)

Your In-Service Distribution is payable in a Lump Sum and may not occur prior to
January 1, 2005.

B.   ELECTION

(Please select one)
[ ]     I elect to receive an In-Service Distribution of _________ % of my 2000
        Salary Deferral Account. I request that the In-Service Distribution be
        paid to me ___________________________ (insert a month, day and year.)

[ ]     I elect to receive an In-Service Distribution of _________ % of my 2000
        Bonus Deferral Account. I request that the In-Service Distribution be
        paid to me ___________________________ (insert a month, day and year.)

Your In-Service Distribution is payable in a Lump Sum and may not occur prior to
January 1, 2006.

________________________________________________________________________________
PART VII - PRIMARY BENEFICIARY DESIGNATION(S)

<TABLE>
<S>     <C>                                                     <C>  <C>
[ ]      In equal shares (do not complete percentages)          [ ]  In unequal shares (indicate percentages)
</TABLE>

Beneficiary Name: ________________________________________________
Address:          _____________________________________________________________
Social Security Number:_______________________       Percentage: _______________
Relationship to Participant:_____________________________ (e.g., spouse)


                                     II-13
<PAGE>   14


Beneficiary Name: ________________________________________________
Address:          _____________________________________________________________
Social Security Number:_______________________       Percentage: _______________
Relationship to Participant:_____________________________ (e.g., spouse)

Beneficiary Name: ________________________________________________
Address:          _____________________________________________________________
Social Security Number:_______________________       Percentage: _______________
Relationship to Participant:_____________________________ (e.g., spouse)
________________________________________________________________________________

PART VIII - CONTINGENT BENEFICIARY

<TABLE>
<S>     <C>                                                     <C>  <C>
[ ]      In equal shares (do not complete percentages)          [ ]  In unequal shares (indicate percentages)
</TABLE>

Beneficiary Name: ________________________________________________
Address:          _____________________________________________________________
Social Security Number:_______________________       Percentage: _______________
Relationship to Participant:_____________________________ (e.g., spouse)

Beneficiary Name: ________________________________________________
Address:          _____________________________________________________________
Social Security Number:_______________________       Percentage: _______________
Relationship to Participant:_____________________________ (e.g., spouse)

Beneficiary Name: ________________________________________________
Address:          _____________________________________________________________
Social Security Number:_______________________       Percentage: ______________
Relationship to Participant:_____________________________ (e.g., spouse)

[ ] I want my designated beneficiaries to receive survivor benefits in a lump
sum

[ ] I want my beneficiaries to receive survivor benefits in the payment
stream as I have elected

NOTE: If one of your designated Primary Beneficiaries does not survive you,
his/her share of your benefits will be distributed proportionately to the
remaining Primary Beneficiaries unless you designate that you want that person's
share distributed to his/her lineal descendants (i.e., children, grandchildren).
You may do this by putting LDPS (Lineal Descendants Per Stirpes) after the name
of the Beneficiary. Contingent Beneficiaries may be treated in the same manner.

I have read and understand the terms of the attached Plan. I understand that I
have the opportunity for my legal counsel to review this Plan before my
execution. Finally, I understand that this Plan is not subject to ERISA.

________________________________     ____________________________________
SIGNATURE OF PARTICIPANT                   SIGNATURE OF OFFICER OF COMPANY



                                           ____________________________________
                                           TITLE


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