8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  May 19, 2006 (May 16, 2006)

ENTERPRISE BANCORP, INC.

(exact name of registrant as specified in charter)

Massachusetts	0-21021	04-3308902
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Merrimack Street
Lowell, Massachusetts	01852
(address of principal executive offices)	(Zip Code)

(978) 459-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items 1.01.Entry into a Material Definitive Agreement

On May 16, 2006, the board of directors of the registrant’s principal subsidiary, Enterprise Bank and Trust Company (the “Bank”), voted to increase the annual retainer fees paid to the members of the Bank’s board of directors and to the chairs of various board committees. These various annual fee increases will become effective on July 1, 2006. The fees paid to directors on a per meeting basis for attending meetings of the Bank’s board of directors and board committees remain the same.

A complete description of the compensation paid to directors, including all fees paid on a per meeting basis and on an annual retainer basis (as of July 1, 2006), is included as an exhibit to this report.

Item 9.01.              Financial Statements and Exhibits

(a)Not applicable

(b)Not applicable

(c)The following exhibit is included with this report:

Exhibit 10.37Enterprise Bancorp, Inc. Description of Directors’ Compensation

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENTERPRISE BANCORP, INC.
Date:  May 19, 2006	By:	/s/ JAMES A. MARCOTTE
		James A. Marcotte
		Executive Vice President, Treasurer
		and Chief Financial Officer

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EX-10.37

Exhibit 10.37

ENTERPRISE BANCORP, INC.

Description of Directors’ Compensation

Enterprise Bancorp, Inc. (the “Company”) pays no separate compensation to its directors for their service as members of the Company’s board of directors. The Company’s principal subsidiary, Enterprise Bank and Trust Company (the “Bank”), pays the following fees on a per meeting and annual retainer basis to members of its board of directors and board of directors committees, except that directors who are also full-time salaried employees of the Bank are not paid any fees for any of their services as directors:

Per Meeting Fees

·Board of Directors meetings - $350

·Executive Committee meetings - $350

·Audit Committee meetings - $350

·All other committee meetings - $250

Annual Retainer Fees (as of July 1, 2006)

·All directors - $7,200

·All members of Executive Committee - $2,400

·Chairs of following committees:

·Audit - - $7,500

·Asset-Liability - - $6,000

·Compensation/Personnel - - $6,000

·Investment Management and Trust Group - $6,000

·Corporate Governance/Nominating - $5,000

·Loan - - $5,000

·Banking Technology - $4,000

·Marketing and Business Development - $3,000

Directors also have the right to make an irrevocable election for each year (by no later than December 31st of the preceding year) to receive shares of the Company’s common stock in lieu of receiving an elected portion of cash fees. The number of shares issued to directors pursuant to this election is based on the fair market value of the common stock as of the first trading day of the year for which the election applies.