AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT Dated as of December 13, 2006

Exhibit 10.46

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

Dated as of December 13, 2006

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

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

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

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

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

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

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

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

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

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

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

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

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

	ENTERPRISE BANCORP, INC.
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
		Chairman and Chief Executive Officer
	ENTERPRISE BANK AND TRUST COMPANY
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
		Chairman and Chief Executive Officer
	EXECUTIVE
		/s/ Xxxx X. Xxxxxx, Xx.
		Xxxx X. Xxxxxx, Xx.

2