<SUBMISSION>
<ACCESSION-NUMBER>0000950124-00-004568
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20000804
<EFFECTIVENESS-DATE>20000804
<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 POS
<ACT>33
<FILE-NUMBER>333-42204
<FILM-NUMBER>686466
</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 POS
<SEQUENCE>1
<FILENAME>s-8pos.txt
<DESCRIPTION>POST EFFECTIVE AMENDMENT TO FORM S-8
<TEXT>

<PAGE>   1
As filed with the Securities and Exchange Commission on August 4, 2000

                                                      Registration No. 333-42204

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                           POST-EFFECTIVE AMENDMENT TO
                                    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)


<PAGE>   2

                                EXPLANATORY NOTE

         This Post-Effective Amendment to the Registration Statement on Form S-8
of Enterbank Holdings, Inc. (File No. 333-42204) (the "Registration Statement")
is being filed, in accordance with the requirements of the Securities Act of
1933, as amended, to substitute the correct forms of Exhibit 5, Opinion of
Armstrong Teasdale LLP, Exhibit 10.3, the Commercial Guaranty Bancshares, Inc.
Employee Incentive Stock Option Plan, and Exhibit 10.4, Commercial Guaranty
Bancshares, Inc. Non-Employee Organizer and Director Stock Option Plan, for the
incorrect versions of the same documents that were unintentionally filed with
the Registration Statement.


ITEM 8.

         Exhibit No.     Description
         -----------     -----------

                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


                                       2
<PAGE>   3



                         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.

                *     Filed herewith.
                **    Previously filed.









                                       3
<PAGE>   4


                                   SIGNATURES

         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
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Clayton,
State of Missouri, on August 3, 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












                                       4
<PAGE>   5

                                  EXHIBIT INDEX

         Exhibit No.             Description
         -----------             -----------

         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)).


                                       5
<PAGE>   6


         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.

         *        Filed herewith.
         **       Previously filed.








                                       6
</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 LETTERHEAD]

                                 August 3, 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 171,441 of such Securities to be issued pursuant
to the Commercial Guaranty Bancshares, Inc. Employee Incentive Stock Option Plan
(the "Employee Plan") and 83,264 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,

                                             /s/ ARMSTRONG TEASDALE LLP

                                             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 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
                  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 171,441 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 ORG. & 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 83,264 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 anon- 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 AUDITORS' CONSENT

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

We consent to the incorporation by reference in the amended 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
August 2, 2000
</TEXT>
</DOCUMENT>
</SUBMISSION>
