POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints

each of George L. Duncan and Richard W. Main, signing singly, the undersigned

true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity

 as an officer and/or director of Enterprise Bancorp Inc. (the "Company"), Forms

3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of

1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned

which may be necessary of desirable to compete and execute and such Form 3, 4,

or 5, complete and execute any amendment or amendments thereto, and timely file

such form with United States Securities and Exchange Commission and any stock

exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve

in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact in serving in

such capacity at the request of the undersigned, are not assuming, nor is the

Company assuming, any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's

holdings of an transactions in securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 17th day of January, 2006.





/s/ Carol L. Reid

Signature

Carol L. Reid

Printed Name