Enterprise Bancorp (EBTC)

Base Salary

The Company has periodically engaged Pearl Meyer & Partners to review the cash elements of the Company’s executive compensation and provide comparative market information on overall total compensation.  Based upon these comprehensive salary reviews and comparative assessments performed by Pearl Meyer & Partners, and a review of each individual executive’s responsibilities and performance, as well as a consideration of the various components of compensation provided to the individual executives, the 2008 annual base salary for Mr. Duncan was $203,900, Mr. Clancy was $350,000, Mr. Main was $193,920, Mr. Marcotte was $187,720, and Mr. Gilman was $166,880. Mr. Clancy assumed the role of Chief Executive Officer in 2007, and the increase in his base salary in 2008 was part of a two-year phased approach, which was intended to bring his total compensation to a level consistent with a position encompassing his responsibilities at comparable institutions.

In early 2009, the Company engaged the same consulting firm to conduct an updated comparative market review of the Company’s executive annual cash compensation program.  Based upon this comparative assessment, a review of each executive’s breadth of responsibilities, performance, and contributions, a review of the overall total compensation that each executive was reasonably likely to earn in 2009 and the current economic environment, the Compensation Committee recommended, and the Board of Directors approved, an increase in Mr. Main’s base salary to $218,920, effective March 29, 2009, while maintaining the base salaries for each of Messrs. Duncan, Clancy, Marcotte and Gilman at their 2008 levels.

                Base Salary

The Company has periodically engaged Pearl Meyer & Partners to review the cash elements of the Company’s executive compensation and provide regional and national bank benchmarking on overall total compensation.  Based upon these comprehensive salary reviews and competitive assessments performed by Pearl Meyer & Partners, and a review of individual executive’s responsibilities and performance, as well as a consideration of the various components of compensation provided to the individual executives, the 2007 annual base salary for Mr. Duncan was $203,900, Mr. Clancy was $275,000, Mr. Main was $193,920, Mr. Marcotte was $180,500, and Mr. Gilman was $166,880.

In early 2008, the Company engaged the same consulting firm to conduct an updated competitive market review of the Company’s executive annual cash compensation program.  Based upon this competitive assessment, as well as a review of individual executive’s breadth of responsibilities, performance, and contributions, and a review of overall total compensation, the Compensation Committee recommended, and the Board of Directors approved, an increase in Mr. Marcotte’s and Mr. Clancy’s base salaries to $187,720 and $350,000, respectively, effective March 31, 2008.  The base salaries of Messrs. Duncan, Main and Gilman have been maintained at their 2007 levels after also considering the amounts charged to expense by the Company in 2007 in connection with these executives’ supplemental retirement plan as further described below.  The Compensation Committee may further consider for recommendation to the Board of Directors adjustments to base salaries or other components of total compensation of the executives officers later in the year.