<SUBMISSION>
<ACCESSION-NUMBER>0000950124-00-004372
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20000725
<EFFECTIVENESS-DATE>20000725
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ENTERBANK HOLDINGS INC
<CIK>0001025835
<ASSIGNED-SIC>6022
<IRS-NUMBER>431706259
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-42204
<FILM-NUMBER>678649
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>150 NORTH MERAMEC
<STREET2>P O BOX 16020
<CITY>CLAYTON
<STATE>MO
<ZIP>63105
<PHONE>3147255500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>150 NORTH MERAMEC
<STREET2>P O BOX 16020
<CITY>CLAYTON
<STATE>MO
<ZIP>63105
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1
    As filed with the Securities and Exchange Commission on July 25, 2000

                                            Registration No. 333-
                                                                 ---------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ENTERBANK HOLDINGS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

       DELAWARE                                              43-1706259
       --------                                              ----------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                150 NORTH MERAMEC
                             CLAYTON, MISSOURI 63105
                                 (314) 725-5500
                                 --------------
               (Address, Including Zip Code and Telephone Number,
                         of Principal Executive Offices)

    COMMERCIAL GUARANTY BANCSHARES, INC. EMPLOYEE INCENTIVE STOCK OPTION PLAN
    COMMERCIAL GUARANTY BANCSHARES, INC. NON-EMPLOYEE ORGANIZER AND DIRECTOR
                          INCENTIVE STOCK OPTION PLAN
    -------------------------------------------------------------------------
                            (Full title of the plans)

                                    Copy To:
        JAMES C. WAGNER                               DAVID W. BRASWELL
   ENTERBANK HOLDINGS, INC.                        ARMSTRONG TEASDALE LLP
       150 NORTH MERAMEC                     ONE METROPOLITAN SQUARE, SUITE 2600
   CLAYTON, MISSOURI  63105                    ST. LOUIS, MISSOURI  63102-2740
        (314) 725-5500                                 (314) 621-5070
        --------------
 (Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE

-------------------------------------------- -------------------- --------------------- ---------------------- -----------------
                                                                  Proposed              Proposed maximum       Amount of
Title of securities to be registered         Amount of shares     maximum offering      aggregate offering     registration
                                             to be registered     price per share       price                  fee (2)
-------------------------------------------- -------------------- --------------------- ---------------------- -----------------
<S>                                            <C>                <C>                   <C>                      <C>
Common Stock, par value $.01 per share         45,003 shares (1)  $ 7.78                $ 350,123                $  92.43
Common Stock, par value $.01 per share         57,861 shares (1)  $ 9.72                $ 562,409                $ 148.48
Common Stock, par value $.01 per share         68,577 shares (1)  $ 11.67               $ 800,294                $ 211.28
Common Stock, par value $.01 per share         44,684 shares (1)  $ 9.72                $ 434,328                $ 114.66
Common Stock, par value $.01 per share         38,580 shares (1)  $11.67                $ 450,229                $ 118.86
                                                      ----------                        ---------                ---------

                              TOTAL:           254,705 shares                           $ 2,597,383              $ 685.71

</TABLE>

(1)      Shares are issuable upon exercise of options under the Commercial
         Guaranty Bancshares, Inc. Non-Employee Organizer and Director Incentive
         Stock Option Plan for the benefit of non-employee organizers and
         directors of Commercial Guaranty Bancshares, Inc. and the


<PAGE>   2

         Commercial Guaranty Bancshares, Inc. Employee Incentive Stock Option
         Plan for the benefit of the employees of First Commercial Bank, N.A.
         and The Capital Corporation, subsidiaries of Commercial Guaranty
         Bancshares, Inc.

(2)      Calculated in accordance with Rule 457(h).

















<PAGE>   3

                                  INTRODUCTION

         This Registration Statement on Form S-8 relates to the conversion of
Commercial Guaranty Bancshares, Inc. stock options into options to purchase
Enterbank Holdings, Inc. common stock, par value $.01 per share ("Enterbank
Common Stock"). On June 23, 2000, a subsidiary of Enterbank Holdings, Inc., a
Delaware corporation ("Enterbank"), and Commercial Guaranty Bancshares, Inc., a
Kansas corporation ("CGB"), merged in accordance with the Agreement and Plan of
Merger (the "Merger Agreement"), dated January 5, 2000, as amended, by and
between Enterbank and CGB. Pursuant to the terms of the Merger Agreement, a
subsidiary of Enterbank, Enterbank Acquisition Corp. I, merged with and into CGB
(the "Merger"). As a result of the Merger, CGB became a subsidiary of Enterbank.
Each option granted by CGB to purchase shares of CGB common stock (each, a "CGB
Option") which was outstanding and unexercised immediately prior to the Merger,
ceased to represent a right to acquire shares of CGB common stock and was
converted automatically into an option to purchase shares of Enterbank Common
Stock in an amount and at an exercise price determined as follows: (a) the
number of shares of Enterbank Common Stock to be subject to the new option shall
be equal to the product of the number of shares of CGB common stock subject to
the original option, as adjusted for stock dividends and stock splits, and the
exchange ratio of 2.1429; and (b) the exercise price per share of Enterbank
Common Stock under the new option shall be equal to the exercise price per share
of CGB common stock under the original option divided by the exchange ratio of
2.1429.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Item 1 of Part I of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended ("1933
Act"), and the Note to Part I of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Item 2 of Part I of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the 1933 Act and the Note to Part I of Form S-8.






                                      I-1
<PAGE>   4



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, which previously have been filed by
the Registrant with the Securities and Exchange Commission ("Commission"), are
incorporated herein by reference and made a part hereof:

                  (a)      The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1999 filed pursuant to
                           Section 13(a) of the Securities Exchange Act of 1934,
                           as amended ("Exchange Act");

                  (b)      Joint Proxy Statement/Prospectus included in
                           Registrant's Registration Statement on Form S-4 filed
                           with the Securities and Exchange Commission on April
                           27, 2000 (File No. 333-35744).

                  (c)      All other reports filed by the Registrant pursuant to
                           Section 13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year covered by the Form 10-K.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities offered hereunder then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  The authorized capital stock of the Registrant consists of
20,000,000 shares of common stock, par value $.01 per share ("Common Stock"), of
which approximately 8,968,100 shares were outstanding as of July 17, 2000.

                  Holders of shares of Common Stock are entitled to receive
dividends as may from time to time be declared by the Board of Directors of the
Registrant out of funds legally available therefore. Holders of Common Stock are
entitled to one vote per share on all matters on which the holders of Common
Stock are entitled to vote and may cumulate their votes in any election of




                                      II-1
<PAGE>   5

directors. Holders of Common Stock have no preemptive, conversion, redemption or
sinking fund rights. In the event of a liquidation, dissolution or winding up of
the Registrant, holders of Common Stock are entitled to share ratably in the
assets of the Registrant, if any, remaining after payment of all debts and
liabilities of the Registrant. The shares of Common Stock offered by the
Registrant hereby will be fully paid and non-assessable when issued.

         The common stock of Enterbank is not listed or traded on an exchange or
in any established public trading market. Enterbank is aware of periodic trading
activity in its stock which is reported to the Nasdaq, though there may be
transactions from time to time at prices that are not known to Enterbank.
Because Enterbank does not expect to list its common stock on any exchange or
seek quotation of its common stock on the Nasdaq in the near future, no
established public trading market for the Enterbank common stock is expected to
develop for the foreseeable future.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              None.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

              The Registrant's By-Laws provide that each person who was or is
made a party to, or is involved in, any action, suit, or proceeding by reason of
the fact that such person is or was a director or officer of the Registrant will
be indemnified and held harmless by the Registrant to the full extent authorized
by the Delaware General Corporation Law.

              Section 145 of the Delaware General Corporation Law provides as
follows:

              "INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
              INSURANCE

              "(a) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which such person
reasonably believed to be in




                                      II-2
<PAGE>   6

or not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

                  "(b) A corporation may indemnify any person who was or is
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

                  "(c) To the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

                  "(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made, with respect
to a person who is a director or officer at the time of such determination, (1)
by a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

                  "(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.


                                      II-3
<PAGE>   7

                  "(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

                  "(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

                  "(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

                  "(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.

                  "(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of a person.

                  "(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or




                                      II-4
<PAGE>   8

otherwise the Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."

              Pursuant to the Registrant's Certificate of Incorporation, no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director. The Certificate of Incorporation further provides, however, that a
director shall be liable to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) pursuant to Section 174 of the
Delaware General Corporation Law; or (iv) for any transaction from which such
director derived an improper personal benefit. No amendment or repeal of this
provision in the Certificate of Incorporation may adversely affect any right or
protection of any director of the Registrant existing at the time of such
amendment or repeal for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

         The Registrant may purchase and maintain, and currently does so
maintain, insurance on behalf of its officers and directors against liability
asserted against any of them and incurred by them in such capacity, or arising
out of their status as such.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

<TABLE>
<CAPTION>
              Exhibit No.         Description
              -----------         -----------

              <S>                 <C>
              4.1                 Certificate of Incorporation of Enterbank
                                  Holdings, Inc. (incorporated herein by
                                  reference from Exhibit 3.1 to the Form S-1
                                  dated December 19, 1996 (File No.
                                  333-14737)).

              4.2                 Amendment to the Certificate of
                                  Incorporation of the Registrant
                                  (incorporated herein by reference to
                                  Exhibit 4.2 to the Registrant's
                                  Registration Statement on Form S-8 dated
                                  July 1, 1999 (File No. 333-82082)).

              4.3                 Amendment to the Certificate of
                                  Incorporation of the Registrant
                                  (incorporated herein by reference to
                                  Exhibit 3.1 of the Registrant's Quarterly
                                  Report on Form 10-Q for the period ended
                                  September 30, 1999).

              4.4                 Bylaws of the Registrant, as amended
                                  (incorporated herein by reference to
                                  Exhibit 3.4 of the Registrant's Annual
                                  Report on Form 10-K for the period ended
                                  December 31, 1999).
</TABLE>



                                      II-5
<PAGE>   9
<TABLE>
<S>                              <C>

              4.5                 Amendment to the Bylaws of the Registrant
                                  (incorporated herein by reference to
                                  Exhibit 3.5 of the Registrant's Annual
                                  Report on Form 10-K for the period ended
                                  December 31, 1999).

              *5.                 Opinion of Armstrong Teasdale LLP as to
                                  the legality of the securities being
                                  registered.

              10.1                Agreement and Plan of Merger dated as of
                                  January 5, 2000, between Registrant and
                                  CGB (incorporated herein by reference to
                                  the Registrant's Registration Statement on
                                  Form S-4 filed with the Securities and
                                  Exchange Commission on April 27, 2000
                                  (File No. 333-35744)).

              10.2                Amendment to Agreement and Plan of Merger
                                  dated as of March 14, 2000, between
                                  Registrant and CGB (incorporated herein by
                                  reference to the Registrant's Registration
                                  Statement on Form S-4 filed with the
                                  Securities and Exchange Commission on
                                  April 27, 2000 (File No. 333-35744)).

              *10.3               Commercial Guaranty Bancshares, Inc.
                                  Employee Incentive Stock Option Plan.

              *10.4               Commercial Guaranty Bancshares, Inc.
                                  Non-Employee Organizer and Director Stock
                                  Option Plan.

              *23.1               Consent of Armstrong Teasdale LLP
                                  (included in Exhibit 5 hereto).

              *23.2               Consent of KPMG LLP.

              *24                 Power of Attorney (included on page II-9
                                  hereof).

              *Filed herewith.
</TABLE>

ITEM 9.       UNDERTAKINGS.

              (a) The undersigned Registrant hereby undertakes:

              1. To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:



                                     II-6

<PAGE>   10

                           (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the "1933
                  Act");

                           (ii) to reflect in the prospectus any facts or event
                  arising after the effective date of this registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  registration statement; and

                           (iii) to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this registration statement or any material change to such
                  information in this registration statement; provided, however,
                  that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
                  not apply if this registration statement is on Form S-3, Form
                  S-8 or Form F-3, and the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed with or furnished to the Securities
                  and Exchange Commission (the "Commission") pursuant to Section
                  13 or Section 15(d) of the Securities and Exchange Act of 1934
                  (the "Exchange Act") that are incorporated by reference in
                  this registration statement.

                  2. That, for the purpose of determining any liability under
         the 1933 Act, each such post-effective amendment shall be deemed to be
         a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  3. To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling




                                     II-7
<PAGE>   11

precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.







                                     II-8
<PAGE>   12


                             SIGNATURES - EXHIBIT 24

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Clayton, State of Missouri, on July 19, 2000.

ENTERBANK HOLDINGS, INC.                    ENTERBANK HOLDINGS, INC.


By:   /s/ James C. Wagner                   By:     /s/ Fred H. Eller
    -------------------------                  --------------------------------
      James C. Wagner                              Fred H. Eller
      Chief Financial Officer                      Chief Executive Officer

                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of Enterbank
Holdings, Inc., hereby severally constitute and appoint Fred H. Eller and James
C. Wagner and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for each of us in our name,
place, and stead, in any and all capacities, to sign Enterbank Holdings, Inc.'s
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES                                  TITLE                                        DATE
----------                                  -----                                        ----

<S>                                         <C>                                          <C>
 /s/ Fred H. Eller                          President, Chief Executive Officer           July 19, 2000
------------------                          and Director
Fred H. Eller


 /s/ Ronald E. Henges                       Chairman of the Board                        July 19, 2000
---------------------                       of Directors
Ronald E. Henges

</TABLE>





                                     II-9
<PAGE>   13

<TABLE>
<CAPTION>
SIGNATURES                                  TITLE                                        DATE
----------                                  -----                                        ----

<S>                                         <C>                                          <C>
 /s/ Kevin C. Eichner                       Director                                     July 19, 2000
---------------------
Kevin C. Eichner


 /s/ Randall D. Humphreys                   Director                                     July 19, 2000
-------------------------
Randall D. Humphreys


 /s/ Paul R. Cahn                           Director                                     July 19, 2000
------------------
Paul R. Cahn


 /s/ William B. Moskoff                     Director                                     July 19, 2000
------------------------
William B. Moskoff


 /s/ Birch M. Mullins                       Director                                     July 19, 2000
---------------------
Birch M. Mullins


 /s/ Robert E/ Saur                         Director                                     July 19, 2000
--------------------
Robert E. Saur


 /s/ Paul L. Vogel                          Director                                     July 19, 2000
-------------------
Paul L. Vogel


 /s/ James A. Williams                      Director                                     July 19, 2000
-----------------------
James A. Williams


 /s/ Henry D. Warshaw                       Director                                     July 19, 2000
---------------------
Henry D. Warshaw


 /s/ James L. Wilhite                       Director                                     July 19, 2000
---------------------
James L. Wilhite


--------------------------                  Director                                     July 19, 2000
Ted C. Wetterau
</TABLE>




                                     II-10
<PAGE>   14

<TABLE>
<S>                                         <C>                                          <C>
 /s/ Michael J. DeCoursey                   Director                                     July 19, 2000
--------------------------
Michael J. DeCoursey


 /s/ Richard S. Masinton                    Director                                     July 19, 2000
------------------------
Richard S. Masinton


 /s/ Ted A. Murray                          Director                                     July 19, 2000
------------------
Ted A. Murray


   /s/ Robert Ames                          Director                                     July 19, 2000
----------------------
Robert Ames

</TABLE>




                                     II-11
<PAGE>   15



                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
                  Exhibit No.         Description
                  -----------         -----------

                  <S>                 <C>
                  4.1                 Certificate of Incorporation of Enterbank
                                      Holdings, Inc. (incorporated herein by
                                      reference from Exhibit 3.1 to the Form S-1
                                      dated December 19, 1996 (File No.
                                      333-14737)).

                  4.2                 Amendment to the Certificate of
                                      Incorporation of the Registrant
                                      (incorporated herein by reference to
                                      Exhibit 4.2 to the Registrant's
                                      Registration Statement on Form S-8 dated
                                      July 1, 1999 (File No. 333-82082)).

                  4.3                 Amendment to the Certificate of
                                      Incorporation of the Registrant
                                      (incorporated herein by reference to
                                      Exhibit 3.1 of the Registrant's Quarterly
                                      Report on Form 10-Q for the period ended
                                      September 30, 1999).

                  4.4                 Bylaws of the Registrant, as amended
                                      (incorporated herein by reference to
                                      Exhibit 3.4 of the Registrant's Annual
                                      Report on Form 10-K for the period ended
                                      December 31, 1999).

                  4.5                 Amendment to the Bylaws of the Registrant
                                      (incorporated herein by reference to
                                      Exhibit 3.5 of the Registrant's Annual
                                      Report on Form 10-K for the period ended
                                      December 31, 1999).

                  *5.                 Opinion of Armstrong Teasdale LLP as to
                                      the legality of the securities being
                                      registered.

                  10.1                Agreement and Plan of Merger dated as of
                                      January 5, 2000, between Registrant and
                                      CGB (incorporated herein by reference to
                                      the Registrant's Registration Statement on
                                      Form S-4 filed with the Securities and
                                      Exchange Commission on April 27, 2000
                                      (File No. 333-35744)).

                  10.2                Amendment to Agreement and Plan of Merger
                                      dated as of March 14, 2000, between
                                      Registrant and CGB (incorporated herein by
                                      reference to the Registrant's Registration
                                      Statement on Form S-4 filed with the
                                      Securities and Exchange Commission on
                                      April 27, 2000 (File No. 333-35744)).

</TABLE>

                                     II-12

<PAGE>   16


<TABLE>
                 <S>                 <C>
                  *10.3               Commercial Guaranty Bancshares, Inc.
                                      Employee Incentive Stock Option Plan.

                  *10.4               Commercial Guaranty Bancshares, Inc.
                                      Non-Employee Organizer and Director Stock
                                      Option Plan.

                  *23.1               Consent of Armstrong Teasdale LLP
                                      (included in Exhibit 5 hereto).

                  *23.2               Consent of KPMG LLP.

                  *24                 Power of Attorney (included on page II-9
                                      hereof).

                  *Filed herewith.

</TABLE>


                                     II-13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>ex5.txt
<DESCRIPTION>OPINION OF ARMSTRONG TEASDALE LLP
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 5

ARMSTRONG TEASDALE LLP                                          Attorneys at Law
--------------------------------------------------------------------------------
                                             One Metropolitan Square, Suite 2600
                                                  St. Louis, Missouri 63102-2740
                                                           Phone: (314) 621-5070
                                                             Fax: (314) 621-5065
                                                       www.armstrongteasdale.com

                                 July 20, 2000



Enterbank Holdings, Inc.
150 North Meramec
St. Louis, Missouri  63105

         RE: REGISTRATION ON FORM S-8 OF 254,705 SHARES OF COMMON STOCK

Ladies and Gentlemen:


         In connection with the registration with the Securities and Exchange
Commission of 254,705 shares of common stock, $0.01 par value per share (the
"Securities"), of Enterbank Holdings, Inc. (the "Company"), you have requested
that we furnish you with our opinion as to the legality of the issuance of the
Securities in connection with 83,264 of such Securities to be issued pursuant to
the Commercial Guaranty Bancshares, Inc. Employee Incentive Stock Option Plan
(the "Employee Plan") and 171,441 of such Securities to be issued pursuant to
Commercial Guaranty Bancshares, Inc. Non-Employee Organizer and Director
Incentive Stock Option Plan (the "Non-Employee Plan").  As counsel to the
Company, we have participated in the preparation of the Registration Statement
on Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement") with respect to the Securities.  We have examined and are familiar
with the Company's Certificate of Incorporation, Bylaws, records of corporate
proceedings, the Registration Statement, the Employee Plan, the Non-Employee
Plan and such other documents and records as we have deemed necessary for
purposes of this opinion.  Based on the foregoing, we are of the opinion that
the Securities have been duly and validly authorized and will, when issued as
contemplated in the Employee Plan and the Non-Employee Plan, as applicable, be
legally issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.



                                        Sincerely,



                                        ARMSTRONG TEASDALE LLP
                                        /s/ ARMSTRONG TEASDALE LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>ex10-3.txt
<DESCRIPTION>EMPLOYEE INCENTIVE STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.3

                              AMENDED AND RESTATED
                      COMMERCIAL GUARANTY BANCSHARES, INC.
                      EMPLOYEE INCENTIVE STOCK OPTION PLAN

         THIS AMENDED AND RESTATED COMMERCIAL GUARANTY BANCSHARES, INC. EMPLOYEE
INCENTIVE STOCK OPTION PLAN is entered into and effective as of July 19, 2000.

                                    RECITALS

         WHEREAS, Commercial Guaranty Bancshares, Inc. (the "Company") and
Enterbank Holdings, Inc. ("Enterbank") entered into an Agreement and Plan of
Merger dated January 5, 2000, as amended (the "Agreement"), pursuant to which,
among other things, a subsidiary of Enterbank merged with the Company (the
"Merger"), and as a result, the Company became a wholly owned subsidiary of
Enterbank; and

         WHEREAS, pursuant to the Agreement, each outstanding and unexercised
option to purchase the Company's Common Stock is to be converted into an option
to purchase Enterbank Common Stock; and

         WHEREAS, Enterbank and the Company wish to amend the Company's Employee
Incentive Stock Option Plan (the "Plan") as provided herein.

         NOW THEREFORE, in consideration of the mutual covenants and promises
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

                                     PURPOSE

         The purpose of this Employee Incentive Stock Option Plan (hereinafter
the "Plan") is to enable the Company and any of the Company's subsidiaries to
attract into and retain in its employ persons of outstanding competence and
motivation. The Plan is intended to provide additional


<PAGE>   2



incentive for unusual industry and efficiency by offering an opportunity for key
employees to acquire a proprietary interest in the Company and, thereby, to
share in its future growth. The Company believes that its goal of attracting and
retaining outstanding individuals may be achieved by granting incentive stock
options to eligible key employees from time to time, with such options meeting
all the requirements of IRC Section 422.

                                   DEFINITIONS

         The terms used in this Plan shall have the following meanings:

         -        "AFFILIATED COMPANIES" means Enterbank Holdings, Inc. and
                  companies which are members of the Enterbank Holdings, Inc.
                  affiliated group under IRCss.1504(a).

         -        "COMPANY" means Commercial Guaranty Bancshares, Inc.

         -        "COMPENSATION COMMITTEE" means the committee that may be
                  established by the Board of Directors of Enterbank Holdings,
                  Inc. to administer, construe and interpret this plan. If at
                  any time the Board of Directors of Enterbank Holdings, Inc.
                  has not established a Compensation Committee, all references
                  herein to the Compensation Committee shall be deemed to mean
                  the Board of Directors of Enterbank Holdings, Inc.

         -        "DISABILITY" means the inability to engage in any substantial
                  gainful activity by reason of any medically determinable
                  physical or mental impairment which can be expected to result
                  in death or which has lasted or can be expected to last for a
                  continuous period of not less than six (6) months, such being
                  determined independently by a duly licensed physician.

         -        "EMPLOYEE" means any person, including an officer of the
                  Company or any of the Company's subsidiaries, who is employed
                  by the Company or any of the Company's


<PAGE>   3



                  subsidiaries on a full-time basis, who is compensated for such
                  employment by a regular salary, and who, in the opinion of the
                  Board of Directors of the Company (and any of the Company's
                  subsidiaries, if applicable), is one of the key professional
                  or executive persons employed by the Company or any of the
                  Company's subsidiaries, in a position to contribute materially
                  to its continued growth and development and to the Company's
                  or any of the Company's subsidiaries future financial success.
                  The term does not include persons who are retained by the
                  Company or any of the Company's subsidiaries as independent
                  contractors or as consultants only.

         -        "ENTERBANK" means Enterbank Holdings, Inc.

         -        "FAIR MARKET VALUE" means the fair market value of the Shares
                  as determined by a third party appraiser selected by the
                  Compensation Committee.

         -        "IRC" means the Internal Revenue Code of 1986, as amended.

         -        "OPTION" means a stock option granted pursuant to the terms of
                  this Plan.

         -        "OWNER-EMPLOYEE" means an Employee who owns stock possessing
                  more than ten percent (10%) of the total combined voting power
                  of all classes of stock of the Company.

         -        "PARTICIPANT" means an Employee who has been granted an Option
                  under the Plan. The term shall also include a former Employee
                  who had been granted an Option while serving as an Employee of
                  the Company or any of the Company's subsidiaries, the personal
                  representative of a deceased Participant, and a transferee
                  from a deceased Participant who receives an Option in a
                  transfer by Will or under the laws of descent and distribution
                  in the manner permitted by this Plan.


<PAGE>   4



         -        "PLAN" means the Employee Incentive Stock Option Plan adopted
                  by the Company and set forth herein, and all amendments and
                  supplements thereto.

         -        "RETIREMENT" means a severance from the Company's, or any of
                  the Company's subsidiaries, employment either upon or after
                  attainment of age sixty-five (65) or after having been
                  employed by the Company and any of the Company's subsidiaries,
                  collectively, on a full-time basis for a period of twenty (20)
                  years.

         -        "SHARES" means shares of Common Stock of Enterbank Holdings,
                  Inc.

                                 ADMINISTRATION

         No member of the Compensation Committee shall be liable for any act
done or determination made in good faith. The construction and interpretation of
any provision of this Plan by the Compensation Committee shall be final and
conclusive.

                                   ELIGIBILITY

         The class of persons eligible to participate in the Plan as recipients
of Options shall include only Employees who hold executive or other major
positions of responsibility in the management of the affairs of the Company or
any of the Company's subsidiaries.

                                  OPTION SHARES

         The aggregate number of Shares to be issued under the Options granted
pursuant to this Plan shall not exceed 86,000 Shares of authorized but unissued
common stock (the "Total Option Shares"). Such Shares shall not be subject to
any preemptive rights. Any such Shares which remain unissued at the termination
of this Plan shall cease to be reserved for the purposes of this Plan but, until
termination of the Plan, the Company shall at all times reserve a sufficient
number of Shares to meet the requirements of the Plan.


<PAGE>   5



                                GRANT OF OPTIONS

         The Company, by action of the Compensation Committee, and subject to
the provisions of this Plan, may from time to time grant Options to such
Employees as may be selected by the Board of Directors of the Company. The
Company may also, by action of the Compensation Committee and with the express
approval of the Board of Directors of the Company's subsidiary, and subject to
the provisions of this Plan, from time to time grant Options to such Employees
Company's subsidiary as may be selected by the Board of Directors of the
Company. The number of Shares which may be purchased pursuant to the Options so
granted shall be determined by the Board of Directors of the Company (and
subject to the approval of the subsidiary's Board of Directors if the Options
are being granted to an Employee of that Company subsidiary) and shall be
clearly set forth in the grant of such Options. Each grant of an Option shall be
made in writing and upon such terms and conditions as may be determined by the
Board of Directors (and subject to the approval of the subsidiary's Board of
Directors if the Options are being granted to an Employee of that Company
subsidiary) and Compensation Committee at the time of the grant, subject to the
terms, conditions and limitations set forth in this Plan. Notwithstanding the
foregoing, no Options may be granted under the Plan on or after July 19, 2000.

                                  OPTION PRICE

         The Option price for the Shares to be issued under the Plan shall be
determined by the Compensation Committee, but in no event shall such Option
price be less than the Fair Market Value of such Shares at the time the Option
is granted. The method for determining the Fair Market Value of the Shares shall
remain consistent with the provisions of the IRC and the regulations promulgated
thereunder, and such value shall be determined by a third party appraiser
selected by the Compensation Committee.


<PAGE>   6



         Notwithstanding the foregoing, if at the time an Option is granted to
an Employee and such Employee is an Owner-Employee (as defined herein), the
Option price at the time the Option is granted to such Employee shall be at
least one hundred ten percent (110%) of the Fair Market Value of the Shares
subject to the Option at such time, and such Option shall not be exercisable
after the expiration of the five (5) year period commencing on the date such
Option is granted.

                               DURATION OF OPTION

         In no event shall any Option granted pursuant to this Plan be
exercisable after the expiration of the ten (10) year period commencing on the
date such Option is granted (the "Option Period"). In addition, upon the
termination of a Participant's employment with the Company or any of the
Company's subsidiaries or any Affiliated Companies for any reason other than the
death, Retirement or Disability of such Participant, any and all Options held by
such Participant at the time of such termination shall lapse immediately upon
such termination. In the event a Participant's employment with the Company or
any of the Company's subsidiaries is terminated due to Retirement, any and all
Options held by such Participant at the time of such termination must be
exercised within three (3) months after such termination (but in no event more
than ten (10) years after the date such Option was granted), and otherwise such
Options shall lapse. In the event a Participant's employment with the Company or
any of the Company's subsidiaries is terminated due to death or a Participant
dies within three (3) months after termination of employment due to Retirement,
any and all Options held by such Participant at the time of his death must be
exercised within one (1) year after his death (but in no event more than ten
(10) years after the date such Option was granted), and otherwise such Options
shall lapse. In the event a Participant's employment with the Company or any of
the Company's subsidiaries is terminated due to Disability, any and all Options
held by such Participant at the time of such termination must be exercised
within one (1) year after any such termination (but


<PAGE>   7



in no event more than ten (10) years after the date such Option was granted),
and otherwise such Option shall lapse. In the event of the death of a
Participant, any and all Options held by such Participant at death may be
exercised by the personal representative of such Participant or by any
transferee permitted to receive such Options under the provisions of this Plan.

                               EXERCISE OF OPTIONS

         An Option shall be exercisable, in whole or in part, only within the
period specified in the grant of the Option, which period shall not extend
beyond the date ten (10) years after the date of the grant. In addition, no
Option granted to a Participant under this Plan shall be exercisable while there
is outstanding (as defined in IRC ss.422A(c)(7)) any other Option which was
granted to such Participant prior to the granting of such Option. A Participant
shall exercise an Option by delivering to the Company written notice which
states such intention and the number of Shares to be acquired thereby and by
making payment for such Shares to the Company at its principal office. Upon the
exercise of an Option by a Participant in compliance with the provisions of this
paragraph, and upon receipt by the Company of payment for the Shares acquired
under such Option, the Company shall deliver or cause to be delivered to such
Participant a certificate or certificates registered in the name of such
Participant for the number of Shares to be issued pursuant to the exercise of
the Option; provided, however, that in no event shall any Shares be issued
pursuant to the exercise of an Option until full payment therefor shall have
been made by cash or certified check, and the Participant shall not exercise any
rights with respect to such Shares until they have been issued. Notwithstanding
the foregoing, in lieu of payment for the Shares by cash or certified check, the
Compensation Committee may, in its absolute discretion, permit payment for the
Shares to be made by any other method it deems acceptable and which still meets
the requirements of IRC Section 422 and is in compliance with Kansas law.


<PAGE>   8



         Upon the delivery of a Share certificate pursuant to the exercise of an
Option by a Participant in compliance with the provisions hereof, a notation
shall be made on the back of the grant of Option which was exercised in whole or
in part indicating the number of Shares acquired, the date of acquisition, and
the total purchase price paid. Such notation shall be initialed by the
Participant and by the President of the Company at the closing of such sale.

                           PARTIAL EXERCISE OF OPTIONS

         Except as otherwise specifically provided herein, an Option may be
exercised in part by a Participant only upon the following conditions:

         -        Only one (1) partial exercise of an Option may be made by each
                  Participant during any calendar quarter; and

         -        Each partial exercise of any Option must result in the
                  acquisition of at least 600 Shares.

                      RESTRICTION ON DISPOSITION OF SHARES

         All options and Shares obtained through any Options shall be subject to
the Stockholders' Agreement and all dispositions of Shares (or Options) shall be
governed by the terms and conditions set forth in the Stockholders' Agreement.

                  RIGHT TO PURCHASE AFTER CERTAIN TERMINATIONS

         In the event a Participant's employment with the Company or any of the
Company's subsidiaries or any Affiliated Companies shall be terminated for any
reason other than death, Disability, or Retirement, the Company shall have the
right to purchase all or any portion of the Shares purchased by such Participant
pursuant to the exercise of an Option. Such right shall be exercised by
delivering written notice of the intention to do so to such Participant within
six (6) months after any such termination. The purchase price to be paid by the
Company for such Shares


<PAGE>   9



shall be the Fair Market Value thereof as of the date of the exercise of the
right provided for herein. The Company shall pay for such Shares in cash or by
certified check within thirty (30) days after the determination of the Fair
Market Value of such Shares, but not until the Participant has delivered to the
Company the Shares properly endorsed and free of any encumbrances.

                                   ADJUSTMENT

         In the event Enterbank declares a stock dividend, or in the event of
any reorganization, merger, consolidation, acquisition, separation,
recapitalization, stock-split, combination or exchange of Shares, or like
adjustment, the number of Shares and the class of Shares subject to any Option
granted pursuant to this Plan, and the Option price to be paid therefor, shall
be adjusted by appropriate changes in this Plan and in any Options outstanding
pursuant to this Plan. Any such adjustment to the Plan or to the Options or to
the Option prices shall be made by action of the Compensation Committee and the
determination of the Compensation Committee with respect thereto shall be
conclusive. Notwithstanding the foregoing, no adjustment shall be made to any
Option granted pursuant to this Plan which would cause such Option to cease to
qualify as an Incentive Stock Option within the meaning of IRC Section 422.

         All provisions of this Plan, including without limitation all rights
and restrictions concerning sale, transfer or other disposition of Shares shall
apply with equal force and effect to any additional Shares or different class of
shares made subject to any Option granted pursuant to this Plan, as a result of
an adjustment in accordance with the provisions hereof. Such additional Shares
or different class of shares shall be treated in all respects as Shares
originally subject to the provisions of this Plan.


<PAGE>   10



                        INTENTION TO CONTINUE EMPLOYMENT

         Each Participant, as a condition to the granting to him of each Option
hereunder, shall represent to the Company that it is his present intention to
remain in the employ of the Company (or any of the Company's subsidiaries or any
Affiliated Companies), subject to the rights of the Company or any of the
Company's subsidiaries or any Affiliated Companies to terminate the employment
of such Participant at any time, for a period of at least two years after the
date of such grant or until the death, Disability, or Retirement of such
Participant prior to the expiration of such two year period.

                              LIMITATION OF RIGHTS

         No provision in this Plan shall be construed by the Company, any of the
Company's subsidiaries or any Employee in any way to:

         -        Give any Employee of the Company or any of the Company's
                  subsidiaries any right to be granted any Options other than
                  those granted to him in the sole discretion of the Board of
                  Directors;

         -        Give a Participant at any time while he is not an actual
                  shareholder of the Company any rights whatsoever to inspect
                  the financial statements or books of record of the Company;

         -        Limit in any way the right of the Company or any of the
                  Company's subsidiaries to terminate a Participant's employment
                  with the Company or any of the Company's subsidiaries at any
                  time;

         -        Be evidence of any agreement or understanding, express or
                  implied, that the


<PAGE>   11



                  Company or any of the Company's subsidiaries will employ a
                  Participant in any particular position or at any particular
                  rate of remuneration or for any particular period of time.

                        AMENDMENT OR TERMINATION OF PLAN

         The Board of Directors of the Company may terminate or amend this Plan
at any time; provided, however, that any such termination or amendment shall not
alter, amend, discontinue, revoke, or otherwise impair any outstanding Options
previously granted pursuant to this Plan which remain unexercised.

                               REQUIREMENTS OF LAW

         If any law, regulation of the Securities and Exchange Commission, or
any regulation of any other commission or agency shall require the Company or a
Participant to take any action with respect to the Shares acquired by the
exercise of an Option, the date upon which the Company shall deliver or cause to
be delivered the certificate or certificates for the Shares so acquired shall be
postponed until full compliance has been made with all such requirements of such
law or regulation. Further, at or before the time of the delivery of the Shares
acquired by the exercise of an Option, each Participant shall deliver to the
Company a written statement that he intends to hold the Shares so acquired for
investment and not with a view to resale or other distribution to the public. In
addition, in the event the Company shall determine that, in compliance with the
Securities Act of 1933 or other applicable statutes or regulations, it is
necessary to register any of the Shares or to qualify any such Shares for an
exemption from any of the requirements of said Act or any other law, the Company
shall take such action at its own expense, and not until such action has been
completed shall such Shares be delivered to the Participant exercising the
Option.


<PAGE>   12



                     LIQUIDATION AND DISSOLUTION OF COMPANY

         In the event of the complete liquidation or dissolution of the Company
other than by merger, any and all Options remaining outstanding and unexercised
shall be deemed canceled without regard to and without limitation by any other
provision of this Plan.
                               GENERAL PROVISIONS

         This Plan constitutes the entire Plan and supersedes any prior
understandings whether written or oral. No modification or claimed waiver of any
of the provisions of this Plan shall be valid unless in writing and signed by
the party against whom such modification or waiver is sought to be enforced.

         All notices required or permitted hereunder, unless otherwise
specifically provided, may be given by mailing the same by United States
registered or certified mail, return receipt requested, addressed to the
President of the Company's principal office, and to each Employee and/or
Participant at his latest address as shown on the records of the Company.
Notices may also be given by personal delivery which, in the case of the
Company, shall be to an executive officer of the Company. All notices by the
Company to an Employee shall be deemed to have been given on the date of
delivery to the United States Post Office or on the date of personal delivery,
as the case may be. All notices by an Employee to the Company shall be deemed to
have been given when received by the Company.

         The validity, interpretation, performance of, and any dispute connected
with this Plan shall be governed by and construed in accordance with the laws of
the State of Kansas.

         As used herein, the masculine gender shall be deemed to include the
feminine.

         The titles appearing herein are for convenience only, and shall not be
deemed to define, limit, construe or otherwise affect the other provisions of
this Plan.


<PAGE>   13


                                 EFFECTIVE DATE

         This Amended and Restated Plan is effective on the date set forth
below.

         IN WITNESS WHEREOF, the undersigned have caused this instrument to be
adopted as of the 19th day of July, 2000.



ENTERBANK HOLDINGS, INC.                     COMMERCIAL GUARANTY
                                             BANCSHARES, INC.

By:   /s/ Fred Eller                         By:   /s/ Scott Woods
   -------------------                          -------------------------------
    Fred Eller, President                        Scott Woods, President






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>ex10-4.txt
<DESCRIPTION>NON-EMPLOYEE ORGANIZER & DIR STOCK OPTION PLAN
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.4


                              AMENDED AND RESTATED
                      COMMERCIAL GUARANTY BANCSHARES, INC.
                       NON-EMPLOYEE ORGANIZER AND DIRECTOR
                           INCENTIVE STOCK OPTION PLAN

         THIS AMENDED AND RESTATED COMMERCIAL GUARANTY BANCSHARES, INC.
NON-EMPLOYEE ORGANIZER AND DIRECTOR STOCK OPTION PLAN is entered into and
effective as of July 19, 2000.

                                    RECITALS

         WHEREAS, Commercial Guaranty Bancshares, Inc. ("Company") and Enterbank
Holdings, Inc. ("Enterbank") entered into an Agreement and Plan of Merger dated
January 5, 2000, as amended (the "Agreement"), pursuant to which, among other
things, a subsidiary of Enterbank merged with the Company (the "Merger"), and as
a result, the Company became a wholly owned subsidiary of Enterbank; and
         WHEREAS, pursuant to the Agreement, each outstanding and unexercised
option to purchase the Company's Common Stock is to be converted into an option
to purchase Enterbank Common Stock; and
         WHEREAS, Enterbank and the Company wish to amend the Company's
Non-Employee Organizer and Director Incentive Stock Option Plan (the "Plan") as
provided herein.
         NOW THEREFORE, in consideration of the mutual covenants and promises
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

                                     PURPOSE

         The purpose of this Non-Employee Organizer and Director Incentive Stock
Option Plan (hereinafter the "Plan") is to enable the Company and any of the
Company's subsidiaries to


<PAGE>   2



attract and retain non-employee organizers and directors of outstanding
competence and motivation. The Plan is intended to provide an additional
incentive for non-employee organizers and directors to originate business for
the Company and work for the general benefit of the Company by offering an
opportunity for non-employee organizers and directors to share in its future
growth. The Company believes that its goal of attracting and retaining
outstanding individuals and encouraging those individuals to originate business
for the Company and work for the general benefit of the Company may be achieved
by granting incentive stock options to non-employee organizers and directors
from time to time.

                                   DEFINITIONS

         The terms used in this Plan shall have the following meanings:
         -        "AFFILIATED COMPANIES" means Enterbank Holdings, Inc. and
                  companies which are members of the Enterbank Holdings, Inc.
                  affiliated group under IRC ss.1504(a).

         -        "COMPANY" means Commercial Guaranty Bancshares, Inc.

         -         "COMPENSATION COMMITTEE" means the committee that may be
                  established by the Board of Directors of Enterbank Holdings,
                  Inc. to administer, construe and interpret this plan. If at
                  any time the Board of Directors of Enterbank Holdings, Inc.
                  has not established a Compensation Committee, all references
                  herein to the Compensation Committee shall be deemed to mean
                  the Board of Directors of Enterbank Holdings, Inc.

         -        "DISABILITY" means the inability to engage in any substantial
                  gainful activity by reason of any medically determinable
                  physical or mental impairment which can be expected to result
                  in death or which has lasted or can be expected to last for a


<PAGE>   3



                  continuous period of not less than (6) months, such being
                  determined independently by a duly licensed physician.

         -        "EMPLOYEE" means any person, including an officer of the
                  Company or any of the Company's subsidiaries, who is employed
                  by the Company or any of the Company's subsidiaries on a
                  full-time basis, who is compensated for such employment by a
                  regular salary.

         -        "ENTERBANK" means Enterbank Holdings, Inc.

         -        "FAIR MARKET VALUE" means the fair market value of the Shares
                  as determined by a third party appraiser selected by the
                  Compensation Committee.

         -        "IRC" means the Internal Revenue Code of 1986, as amended.

         -        "NON-EMPLOYEE DIRECTOR" means an individual who is not an
                  Employee (as defined above) and who is a member of the
                  Company's Board of the Directors or any of the Company's
                  subsidiaries' Board of Directors. The term does not include
                  persons who are retained by the Company or any of the
                  Company's subsidiaries as independent contractors or as
                  consultants only.

         -        "NON-EMPLOYEE ORGANIZER" means an individual who is not an
                  Employee (as defined above) who was an original organizer of
                  the Company or any of the Company's subsidiaries.

         -        "OPTION" means a stock option granted pursuant to the terms of
                  this Plan.

         -        "OWNER" means anyone who owns stock representing more than ten
                  percent (10%) of the total combined voting power of all
                  classes of stock of the Company.

         -        "PARTICIPANT" means a non-employee organizer or director who
                  has been granted an Option under the Plan. The term shall also
                  include non-employee organizers


<PAGE>   4



                  and former directors who had been granted an Option while
                  serving as a non-employee organizer or director of the
                  Company or any of the Company's subsidiaries, the personal
                  representative of a deceased Participant, and a transferee
                  from a deceased Participant who receives an Option in a
                  transfer by Will or under the laws of descent and
                  distribution.

         -        "PLAN" means the Non-employee Organizer and Director Incentive
                  Stock Option Plan adopted by the Company as set forth herein,
                  and all amendments and supplements thereto. Plan does not mean
                  the Company's Employee Incentive Stock Option Plan or any
                  other stock plan of the Company or any of the Company's
                  subsidiaries.

         -        "RETIREMENT" means a voluntary severance from the Company's or
                  any of the Company's subsidiaries Board of Directors.

         -        "SHARES" means shares of Common Stock of Enterbank Holdings,
                  Inc.

                                 ADMINISTRATION

         No member of the Compensation Committee shall be liable for any act
done or determination made in good faith. The construction and interpretation of
any provision of this Plan by the Compensation Committee shall be final and
conclusive.

                                   ELIGIBILITY

         The class of persons eligible to participate in the Plan as recipients
of Options shall include only non-employee organizers or directors of the
Company or any of the Company's subsidiaries.




<PAGE>   5

                                  OPTION SHARES

         The aggregate number of Shares to be issued under the Options granted
pursuant to this Plan shall not exceed 172,000 shares of authorized but unissued
common stock (the "Total Option Shares"). Such Shares shall not be subject to
any preemptive rights. Any such Shares which remain unissued at the termination
of this Plan shall cease to be reserved for the purposes of this Plan but, until
termination of the Plan, the Company shall at all times reserve a sufficient
number of Shares to meet the requirements of the Plan.

                                GRANT OF OPTIONS

         The Company, by action of the Compensation Committee, and subject to
the provisions of this Plan, may from time to time grant Options to such
non-employee organizers or directors as may be selected by the Board. The
Company may also, by action of the Compensation Committee and with the express
approval of the Board of Directors of the Company's subsidiary, and subject to
the provisions of this Plan, from time to time grant Options to such
non-employee organizers and directors of Company's subsidiary as may be selected
by the Board of Directors of the Company. The number of Shares which may be
purchased pursuant to the Option so granted shall be determined by the Board of
Directors of the Company (and subject to the approval of the subsidiary's Board
of Directors if the Options are being granted to a non-employee organizer or
director of that of the Company's subsidiary) and shall be clearly set forth in
the grant of such Options. Each grant of an Option shall be made in writing and
upon such terms and conditions as may be determined by the Board of Directors
(and subject to the approval of the subsidiary's Board of Directors if the
Options are being granted to a non-employee organizer or director of that
Company's subsidiary) and Compensation Committee at the time of the grant,
subject to the terms, conditions and limitations set forth in this Plan.


<PAGE>   6



Notwithstanding the foregoing, no Options may be granted under the Plan on or
after July 19, 2000.

                                  OPTION PRICE

         The Option price for the Shares to be issued under the Plan shall be
determined by the Compensation Committee, but in no event shall such Option
price be less than the Fair Market Value of such Shares at the time the Option
is granted. The method for determining the Fair Market Value of the Shares shall
remain consistent with the provisions of the IRC and the regulations promulgated
thereunder, and such value shall be determined by a third party appraiser
selected by the Compensation Committee.

                               DURATION OF OPTION

         In no event shall any Option granted pursuant to this Plan be
exercisable after the expiration of the five (5) year period commencing on the
date such Option is granted (the "Option Period"). In addition, upon the
termination of a non-employee director's position as a director of the Company
or any of the Company's subsidiaries or any Affiliated Companies for any reason
other than the death or Disability of such Participant, any and all Options held
by such Participant at the time of such termination must be exercised within
ninety (90) days after such termination (but in no event more than five (5)
years after the date such Option was granted), and otherwise such Options shall
lapse. In the event a non-employee director dies while serving as a director or
within ninety (90) days after termination of the non-employee director's
position as a director due to Retirement, or in the event of the death of a
non-employee organizer, any and all Options held by such Participant at the time
of his death must be exercised within one (1) year after his death (but in no
event more than five (5) years after the date such Option was granted), and
otherwise such Options shall lapse. In the event of the Disability of a


<PAGE>   7



non-employee organizer or in the event a non-employee director's position as a
director of the Company or any of the Company's subsidiaries is terminated due
to Disability, any and all Options held by such Participant at the time of such
termination must be exercised within one (1) year after any such termination
(but in no event more than five (5) years after the date such Option was
granted), and otherwise such Options shall lapse. In the event of the death of a
Participant, any and all Options held by such Participant at death may be
exercised by the personal representative of such Participant or by any
transferee.

                               EXERCISE OF OPTIONS

         An Option shall be exercisable, in whole or in part, only within the
period specified in the grant of the Option, which period shall not extend
beyond the date five (5) years after the date of the grant. A Participant shall
exercise an Option by delivering to the Company written notice which states such
intention and the number of Shares to be acquired thereby and by making payment
for such Shares to the Company at its principal office. Upon the exercise of an
Option by a Participant in compliance with the provisions of this paragraph, and
upon receipt by the Company of payment for the Shares acquired under such
Option, the Company shall deliver or cause to be delivered to such Participant a
certificate or certificates registered in the name of such Participant for the
number of Shares to be issued pursuant to the exercise of the Option; provided,
however, that in no event shall any Shares be issued pursuant to the exercise of
an Option until full payment therefor shall have been made by cash or certified
check, and the Participant shall not exercise any rights with respect to such
Shares until they have been issued. Notwithstanding the foregoing, in lieu of
payment for the Shares by cash or certified check, the Compensation Committee
may, in its absolute discretion, permit payment for the Shares to be made by any
other method it deems acceptable and which is in compliance with Kansas law.


<PAGE>   8



         Upon the delivery of a Share certificate pursuant to the exercise of an
Option by a Participant in compliance with the provisions hereof, a notation
shall be made on the back of the grant of Option which was exercised in whole or
in part indicating the number of Shares acquired, the date of acquisition, and
the total purchase price paid. Such notation shall be initialed by the
Participant and by the President of the Company at the closing of such sale.

                           PARTIAL EXERCISE OF OPTIONS

         Except as otherwise specifically provided herein, an Option may be
exercised in part by a Participant only upon the following conditions:

         -        Only one (1) partial exercise of an Option may be made by each
                  Participant during any calendar quarter; and

         -        Each partial exercise of any Option must result in the
                  acquisition of at least 300 Shares.

                      RESTRICTION ON DISPOSITION OF SHARES

                  All Options and Shares obtained through any Options shall be
subject to the Stockholders' Agreement and all dispositions of Shares (or
Options) shall be governed by the terms and conditions set forth in the
Stockholders' Agreement.

                   RIGHT TO PURCHASE / TERMINATION OF OPTIONS

         The Company's Board shall have the ability, in its sole discretion, to
terminate all non-exercised Options and/or purchase all or any portion of the
Shares purchased by a non-employee organizer or non-employee director pursuant
to the exercise of an Option at any time if the Board reasonably believes that
the non-employee organizer or non-employee director or former director is in any
way negatively affecting the reputation of the Company or any of the Company's
subsidiaries. Prior to the termination and/or purchase, the Company shall send
written notice to


<PAGE>   9



the non-employee organizer or non-employee director or former director demanding
the non-employee organizer or non-employee director or former director cease
all actions or inactions which the Company's Board reasonably believes is
negatively affecting the reputation of the Company or any of the Company's
subsidiaries. The Company believes that actions which will negatively affect the
reputation of the Company and/or the Company's subsidiaries, include, but are
not limited to, a director or organizer or former director or organizer who
serves as director or advisor to another financial institution or makes a
statement which criticizes the Company, or the Company's management, or a
Company's subsidiary, or the management of a Company's subsidiary. If, after the
written notice, the non-employee organizer or non-employee director or former
director fails to cease all such actions or inactions which the Company's Board
reasonably believes is negatively affecting the reputation of the Company or any
of the Company's subsidiaries, the Company's Board may terminate all
non-exercised Options and/or purchase all or any portion of the Shares purchased
by a non-employee organizer or non-employee director pursuant to the exercise
of an Option. The purchase price to be paid by the Company for such Shares
pursuant to this Paragraph shall be the Fair Market Value thereof as of the date
of the exercise of the right provided for herein. The Company shall pay for such
Shares in cash or by certified check within thirty (30) days after the
determination of the Fair Market Value of such Shares, but not until the
Participant has delivered to the Company the Shares properly endorsed and free
of any encumbrances.

                                   ADJUSTMENT

         In the event Enterbank declares a stock dividend, or in the event of
any reorganization, merger, consolidation, acquisition, separation,
recapitalization, stock-split, combination or exchange of Shares, or like
adjustment, the number of Shares and the class of shares subject to


<PAGE>   10



any Option granted pursuant to this Plan, and the Option price to be paid
thereafter, shall be adjusted by appropriate changes in this Plan and in any
Options outstanding pursuant to this Plan. Any such adjustment to the Plan or to
the Options or to the Option prices shall be made by action of the Compensation
Committee, and the determination of the Compensation Committee with respect
thereto shall be conclusive.
         All provisions of this Plan, including without limitation all rights
and restrictions concerning sale, transfer or other disposition of Shares, shall
apply with equal force and effect to any additional Shares or different class of
shares made subject to any Option granted pursuant to this Plan as a result of
an adjustment in accordance with the provisions hereof. Such additional Shares
or different class of shares shall be treated in all respects as Shares
originally subject to the provisions of this Plan.

                              LIMITATION OF RIGHTS

         No provision in this Plan shall be construed by the Company, any of the
Company's subsidiaries or any non-employee organizer or director in any way to:

         -        Give any non-employee organizer or director of the
                  Company or any of the Company's subsidiaries any
                  right to be granted any Options other than those
                  granted to him in the sole discretion of the Board of
                  Directors;

         -        Give a Participant at any time while he is not an
                  actual shareholder of the Company any rights
                  whatsoever to inspect the financial statements or
                  books of record of the Company;

         -        Limit in any way the right of the Company or any of
                  the Company's subsidiaries to terminate a non-employee
                  director's position as a board


<PAGE>   11



                  member of the Company or any of the Company's subsidiaries at
                  any time;

         -        Be evidence of any agreement or understanding, express or
                  implied, that the Company or any of the Company's subsidiaries
                  will retain a Participant in any particular position or at any
                  particular rate of remuneration and for any particular period
                  of time.

                        AMENDMENT OR TERMINATION OF PLAN

          The Board of Directors of the Company may terminate or amend this Plan
at any time; provided, however, that any such termination or amendment shall not
alter, amend, discontinue, revoke or otherwise impair any outstanding Options
previously granted pursuant to this Plan which remain unexercised.


                               REQUIREMENTS OF LAW

          If any law, regulation of the Securities and Exchange Commission, or
any regulation of any other commission or agency shall require the Company or a
Participant to take any action with respect to the Shares acquired by the
exercise of an Option, the date upon which the Company shall deliver or cause to
be delivered the certificate or certificates for the Shares so acquired shall be
postponed until full compliance has been made with all such requirements of such
law or regulation. Further, at or before the time of the delivery of the Shares
acquired by the exercise of an Option, each Participant shall deliver to the
Company a written statement that he intends to hold the Shares so acquired for
investment and not with a view to resale or other distribution to the public. In
addition, in the event the Company shall determine that, in compliance with the
Securities Act of 1933 or other applicable statutes or regulations, it is
necessary to register any of the Shares or to qualify any such Shares for an
exemption from any


<PAGE>   12



of the requirements of said Act or any other law, the Company shall take such
action at its own expense, and not until such action has been completed shall
such Shares be delivered to the Participant exercising the Option.

                     LIQUIDATION AND DISSOLUTION OF COMPANY

         In the event of the complete liquidation or dissolution of the Company
other than by merger, any and all Options remaining outstanding and unexcited
shall be deemed canceled without regard to and without limitation by any other
provision of this Plan.

                               GENERAL PROVISIONS

         This Plan constitutes the entire Plan and supersedes any prior
understandings whether written or oral. No modification or claimed waiver of any
of the provisions of this Plan shall be valid unless in writing and signed by
the party against whom such modification or waiver is sought to be enforced.
         All notices required or permitted hereunder, unless otherwise
specifically provided, may be given by mailing the same by United States
registered or certified mail, return receipt requested, addressed to the
President of the Company's principal office, and to each non-employee organizer
or director and/or Participant at his latest address as shown on the records of
the Company. Notices may also be given by personal delivery which, in the case
of the Company, shall be to an executive officer of the Company. All notices by
the Company to a non-employee organizer or director shall be deemed to have been
given on the date of delivery to the United States Post Office or on the date of
personal delivery, as the case may be. All notices by a non-employee organizer
or director to the Company shall be deemed to have been given when received by
the Company.


<PAGE>   13


         The validity, interpretation, performance of, and any dispute connected
with this Plan shall be governed by and construed in accordance with the laws of
the State of Kansas.
         As used herein, the masculine gender shall be deemed to include the
 feminine.
         The titles appearing herein are for convenience only, and shall not be
deemed to define, limit, construe or otherwise affect the other provisions of
this Plan.

                                 EFFECTIVE DATE

         This Amended and Restated Plan is effective on the date set forth
below.

         IN WITNESS WHEREOF, the undersigned have caused this instrument to be
adopted as of the 19th day of July, 2000.


ENTERBANK HOLDINGS, INC.                     COMMERCIAL GUARANTY
                                             BANCSHARES, INC.


By:     /s/ Fred Eller                       By:   /s/ Scott Woods
   --------------------------------            ---------------------------------
       Fred Eller, President                      Scott Woods, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>ex23-2.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.2



                         INDEPENDENT AUDITOR'S CONSENT


The Board of Directors and Stockholders
Enterbank Holdings, Inc.:


We consent to the incorporation by reference in the registration statement on
Form S-8 of Enterbank Holdings, Inc. of our report dated February 18, 2000, with
respect to the consolidated balance sheets of Enterbank Holdings, Inc. and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, shareholders' equity, cash flows, and comprehensive income
for each of the years in the three-year period ended December 31, 1999, which
report is incorporated by reference in the Form S-8 of Enterbank Holdings, Inc.
dated July 20, 2000.


                                                       KPMG LLP



St. Louis, Missouri
July 20, 2000
</TEXT>
</DOCUMENT>
</SUBMISSION>
