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A C O M P L E T E

F I N A N C I A L S E R V I C E S

C O M P A N Y

Founded a commercial bank in 1988, Enterprise has evolved into a complete
financial services company. Our mission, strategic intent and business model
reflect our ability to remain flexible and adapt to the evolving needs of our
clients.

OUR MISSION. To help privately held businesses, their owners and
professional individuals build and preserve wealth. We understand that
today's clients require a knowledgeable partner, not just a provider of
financial services.

OUR STRATEGIC INTENT. To position Enterprise as a leading model for serving
the lifetime financial needs of our clients. Through the Enterprise family
of businesses: Enterprise Banking, Enterprise Merchant Banc and Enterprise
Financial Advisors, we provide a level of expertise and service that is
unmatched in our market.

OUR BUSINESS MODEL. To operate dedicated stand-alone business units directed
by partner-managers who, with their associates, share directly in the equity
appreciation of their units. We encourage entrepreneurial autonomy throughout
our organization. This structure is what gives Enterprise the flexibility and
unique flavor our clients find so appealing.

Diligent attention to our mission, strategic intent and business model is how
Enterprise has achieved a record of consistently outstanding growth. We look
forward to serving your lifetime financial needs as your complete financial
services company!

YEAR END ASSETS

[GRAPH]

NET INCOME

[GRAPH]

DILUTED
EARNINGS PER SHARE

[GRAPH]

S U M M A R Y O F S E L E C T E D

F I N A N C I A L D A T A

YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(DOLLARS AND NUMBER OF SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF INCOME DATA
Interest income $ 25,414 $ 18,759 $ 12,554 $ 10,914 $ 7,374
Interest expense 11,869 8,582 5,569 4,887 2,570
Net interest income 13,545 10,177 6,985 6,027 4,804
Provision for loan losses 711 775 345 631 450
Noninterest income 2,079 476 1,239 836 805
Noninterest expense 10,052 6,339 5,146 4,187 3,551
Net income 3,011 2,222 1,702 1,304 1,001
Diluted earnings per share 1.20 1.00 0.97 0.77 0.62
Basic earnings per share 1.28 1.06 1.11 0.89 0.68
Cash dividends per common share 0.10 0.09 0.08 0.07 0.06
Diluted weighted average common
shares and common stock
equivalents outstanding 2,515 2,225 1,751 1,685 1,614
Basic weighted average common
shares and common stock
equivalents outstanding 2,351 2,095 1,538 1,463 1,462

BALANCE SHEET DATA
Cash and due from banks $ 29,701 $ 13,897 $ 9,261 $ 8,110 $ 5,930
Federal funds sold 14,250 32,825 23,250 16,230 11,300
Total investments 46,291 13,434 15,246 16,907 16,542
Loans, net of unearned loan fees 273,818 225,560 134,133 110,464 85,687
Allowance for loan losses 3,200 2,510 1,765 1,400 1,000
Total assets 375,304 291,365 184,584 153,706 122,212
Total deposits 339,180 264,301 168,961 141,140 104,799
Borrowings 6,000 -- 300 -- --
Shareholders' equity 29,240 26,067 14,758 12,052 10,781
Tangible book value per
common share 12.32 11.32 8.84 8.19 7.38

SELECTED RATIOS
Return on average assets 0.94% 0.97% 1.12% 0.99% 0.96%
Return on average equity 10.86 9.78 12.73 11.13 9.71
Total capital to risk-weighted assets 10.97 12.28 11.53 11.40 11.75
Net yield on average earning assets 8.59 8.84 8.90 9.00 7.78
Cost of interest-bearing liabilities 4.88 5.03 4.89 4.94 3.36
Net interest margin 4.59 4.79 4.96 4.98 5.07
Nonperforming assets as a percent
of assets 0.22 0.29 0.56 0.64 1.45
Net loan charge offs (recoveries)
as a percent of average loans 0.01 0.02 (0.02) 0.24 0.23
Allowance for loan losses as
a percent of net loans 1.17 1.11 1.32 1.27 1.17

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A L E T T E R T O O U R S H A R E H O L D E R S

March 24, 1999

Dear Valued Shareholders:

For the third year in a row, the financial services industry has dominated
the business headlines with stories about mergers and acquisitions. Our
industry lead the world markets as the industry with the most "deals" in 1998.
With literally millions of Americans affected by these buyouts, the question
remains, what is the long-term effect of these transactions? Time will help
determine the answer. At Enterprise, we believe time will favor those who
remain focused on the customer and continually evolve in anticipation of future
challenges. Maintaining customer loyalty during these turbulent times is even
more important. The results for 1998 confirm this strategy.

We continued to experience excellent asset and loan growth in 1998. Total
assets at December 31, 1998 were $375 million, an increase of 29% over total
assets of $291 million at year-end 1997. Outstanding loans at December 31,
1998 were $274 million, an increase of 21% over total loans at the end of
1997.

Operating results for 1998 produced net income of $3 million, an increase of
36% over net income of $2.2 million in 1997. Fully diluted earnings per share
increased to $1.20 for 1998, a $0.20 increase over 1997. We attribute the
performance to several factors. First, asset quality remained very good in
1998 resulting in net loan losses of $21,000, or 0.01%, of average loans and
contributing to record earnings for our banking franchise. Second, our
customers took advantage of a low interest rate environment by refinancing
their home mortgages resulting in significant fee income from our mortgage
division. Lastly, Enterprise Merchant Banc contributed $433,000 in gross
revenue from merchant banking activities compared to $162,000 in 1997.

While we are pleased with our growth in assets and earnings, we believe such
measures only tell part of the story. In keeping with our business strategy
of continually investing in future opportunities, we are happy to provide an
update on the growth in each of our business units.

ENTERPRISE BANKING

Our commercial banking operation continues to be the cornerstone of our
Company. We are happy to report that we now have three profitable banking
units. Our Sunset Hills and St. Peters locations opened in late 1997 and are
fully operational and profitable. We remain focused on customer needs,
innovative product lines, and exceptional service that is second to none. In
the St. Louis market, Enterprise Banking is becoming synonymous with quality,
and anyone that banks with us does not have to ask why!

page two

ENTERPRISE FINANCIAL ADVISORS

In the beginning of 1998, our clients told us they could benefit greatly from
financial consulting and trust services. With an entrepreneurial spirit that
touches every aspect of our Company, Enterprise Financial Advisors (EFA) took
on a life of its own. EFA now has six employees and an independent advisory
board of directors with many years of combined experience in investments,
trust and estate planning, banking and business management! In addition,
since inception in August of 1998, EFA now has over $33 million in assets
under management in the financial consulting and trust divisions combined.

ENTERPRISE MERCHANT BANC

Enterprise Merchant Banc has been very busy as well. Fund I has grown
rapidly, and we are raising capital for a new, larger fund. Many investors,
both private and corporate, are excited about the vast array of opportunities
that will be presented with this second Fund. In 1998 the Merchant Banc
exited two businesses creating a profit on both investments. Merchant Banking
activity also generated fee income in 1998. These fees directly impacted the
net income for the Company, and we greatly appreciate all of the talent and
dedication it takes to make these transactions a reality.

[GRAPH]

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We truly are evolving into a complete financial services company serving the
lifetime financial needs of our clients. As can be seen in the diagram on the
previous page, we have three distinct businesses that are joined together by
common philosophies and corporate structure. Each of them a separate business
growing in an entrepreneurial environment, benefiting from and contributing
to one another, and each of them necessary to complete the whole. Our
financial performance indicates that we are successfully implementing our
strategy to create dedicated stand-alone businesses that together add
material value to the Company. As lines continue to blur between financial
service companies, we believe this autonomous yet interdependent structure
will provide the flexibility and creativeness necessary to differentiate us
from others still focused on size as the ultimate measure. This structure
creates dedicated employees, customer loyalty, and ultimately shareholder
value, aptly reflected in our stock price.

As of March 24, 1999, the last known trade was at $37.50 per share, up from
$25.75 a year ago and $15.50 two years ago! J.A. Glynn and Company has been
instrumental in providing a market where interested buyers and sellers can
transact in our Common Stock. Since J.A. Glynn began providing this service
in 1997, the volume of transactions and our price per share have both
increased significantly.

Technology continually reshapes the way we, and our customers, do business.
We want to make sure that we keep pace with technological developments. This
is exemplified most recently in our banking business. To deepen our
relationships and broaden our product lines, we implemented an online
Internet Banking product and telephone voice-response system that will be
offered to our customers in the next few months. Soon, Enterprise Banking
customers will be able to call a voice-response line or visit
http://www.enterprisebank.com 24-hours a day, 7-days a week to conduct
- -----------------------------
business.

We are also in the final stages of the Year 2000 (Y2K) compliance process.
Fortunately, we planned well and positioned ourselves so that Y2K compliance
has had very little impact on our financial performance. We are very proud of
the technological advances we made in the past few years as we continue to
remain competitive in the financial sector.

We appreciate the contributions from our shareholders, customers, directors
and employees who helped us achieve our results in 1998. We embrace the
challenges and opportunities that lie ahead, and look forward to another
prosperous year together!

/s/ RONALD E. HENGES /s/ KEVIN C. EICHNER /s/ FRED H. ELLER

RONALD E. HENGES KEVIN C. EICHNER FRED H. ELLER
Chairman of the Board Vice-chairman of the Board President and Chief
Executive Officer

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E N T E R B A N K H O L D I N G S , I N C .

A N D S U B S I D I A R I E S

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1998 AND 1997

1998 1997
------------ ------------

ASSETS
Cash and due from banks $ 29,701,018 $ 13,897,054
Federal funds sold 14,250,000 32,825,000
Interest-bearing deposits 5,035 148,349
Investments in debt and equity securities:
Available for sale, at estimated fair value 45,592,327 12,514,721
Held to maturity, at amortized cost
(estimated fair value of $704,723 in 1998 and
$920,154 in 1997) 698,609 919,163
------------ ------------
Total investments in debt and equity securities 46,290,936 13,433,884
------------ ------------
Loans held for sale 6,272,124 1,324,244
Loans, net of unearned loan fees 273,817,522 225,560,208
Less allowance for loan losses 3,200,000 2,510,000
------------ ------------
Loans, net 270,617,522 223,050,208
------------ ------------
Other real estate owned 806,072 806,072
Office equipment and leasehold improvements 3,063,123 2,328,699
Accrued interest receivable 1,648,775 1,448,343
Investment in Enterprise Fund, L.P. 424,484 225,683
Prepaid expenses and other assets 2,224,829 1,877,320
------------ ------------
Total assets $375,303,918 $291,364,856
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand $ 61,114,961 $ 46,052,686
Interest-bearing transaction accounts 24,234,717 22,519,772
Money market accounts 149,177,922 98,639,345
Savings 1,471,647 1,429,316
Certificates of deposit:
$100,000 and over 43,326,061 32,824,697
Other 59,854,862 62,834,818
------------ ------------
Total deposits 339,180,170 264,300,634
Federal Home Loan Bank advances 6,000,000 --
Accrued interest payable 608,056 549,059
Accounts payable and accrued expenses 275,563 448,371
------------ ------------
Total liabilities 346,063,789 265,298,064
------------ ------------
Shareholders' equity:
Common stock, $.01 par value; authorized 3,000,000
shares; issued and outstanding 2,371,837 shares in
1998 and 2,298,412 shares in 1997 23,719 22,984
Surplus 19,264,000 18,879,210
Retained earnings 9,941,792 7,166,071
Accumulated other comprehensive income 10,618 (1,473)
------------ ------------
Total shareholders' equity 29,240,129 26,066,792
------------ ------------
Total liabilities and shareholders' equity $375,303,918 $291,364,856
============ ============

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E N T E R B A N K H O L D I N G S , I N C .

A N D S U B S I D I A R I E S

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1998 1997 1996
----------- ----------- -----------

Interest income:
Interest and fees on loans $23,001,165 $16,795,887 $11,426,260
Interest on debt and equity securities:
Taxable 878,147 1,017,897 692,742
Nontaxable 26,565 34,630 38,914
Interest on federal funds sold 1,468,652 909,326 396,244
Interest on interest-bearing deposits 39,740 1,289 --
----------- ----------- -----------
Total interest income 25,414,269 18,759,029 12,554,160
----------- ----------- -----------
Interest expense:
Interest-bearing transaction accounts 492,581 410,915 331,943
Money market accounts 5,361,463 3,604,225 2,006,578
Savings 36,918 32,357 33,122
Certificates of deposit:
$100,000 and over 2,189,803 1,658,554 1,346,428
Other 3,722,039 2,862,256 1,834,540
Federal funds purchased -- 11,035 1,027
Federal Home Loan Bank advances 66,527 -- --
Notes payable -- 2,888 15,274
----------- ----------- -----------
Total interest expense 11,869,331 8,582,230 5,568,912
----------- ----------- -----------
Net interest income 13,544,938 10,176,799 6,985,248
Provision for loan losses 710,899 775,064 345,410
----------- ----------- -----------
Net interest income after
provision for loan losses 12,834,039 9,401,735 6,639,838
----------- ----------- -----------
Noninterest income:
Service charges on deposit accounts 252,873 173,452 129,414
Other service charges and fee income 585,169 228,479 252,087
Merchant credit card income -- -- 600,981
Gain on sale of credit card operation -- -- 320,000
Gain on sale of mortgage loans 1,242,869 78,948 --
Loss on investment in Enterprise Fund, L.P. (2,199) (4,904) (62,690)
----------- ----------- -----------
Total noninterest income 2,078,712 475,975 1,239,792
----------- ----------- -----------
Noninterest expense:
Salaries 5,103,863 3,221,147 2,400,165
Payroll taxes and employee benefits 999,579 620,438 465,475
Occupancy 879,046 552,063 333,795
Equipment 389,274 227,061 145,501
FDIC insurance 40,638 21,846 2,000
Data processing 306,691 237,248 247,696
Merchant credit card expense -- -- 441,991
Other 2,332,611 1,458,773 1,109,711
----------- ----------- -----------
Total noninterest expense 10,051,702 6,338,576 5,146,334
----------- ----------- -----------
Income before income tax expense 4,861,049 3,539,134 2,733,296
Income tax expense 1,850,275 1,316,590 1,031,344
----------- ----------- -----------
Net income $ 3,010,774 $ 2,222,544 $ 1,701,952
=========== =========== ===========
Basic earnings per share $ 1.28 $ 1.06 $ 1.11
Diluted earnings per share $ 1.20 $ 1.00 $ .97
Basic weighted average common shares and
common stock equivalents outstanding 2,350,763 2,095,359 1,538,418
Diluted weighted average common shares and
common stock equivalents outstanding 2,514,940 2,224,967 1,750,686

page six

ENTERBANK HOLDINGS, INC.

BOARD OF DIRECTORS

PAUL R. CAHN KEVIN C. EICHNER FRED H. ELLER RONALD E. HENGES
Elan Polo International General American Enterbank Holdings, Inc. Enterbank Holdings, Inc.
Imports, Inc.

RANDALL D. HUMPHREYS WILLIAM B. MOSKOFF BIRCH M. MULLINS ROBERT E. SAUR
Enterprise Merchant Tyler Group Lindbergh Warson Conrad Properties Corp.
Banc, Inc. Properties, Inc.

PETER G. SCHICK<F*> PAUL L. VOGEL HENRY D. WARSHAW TED C. WETTERAU
Moneta Group, Inc. Enterprise Financial Moneta Group, Inc. Retired -- formerly
Advisors Wetterau and Associates

JAMES L. WILHITE JAMES A. WILLIAMS
Stange Company Sunset Transportation, Inc.

ENTERPRISE BANK - CLAYTON

BOARD OF DIRECTORS

MARK S. CARLIE CHARLES C. EISENKRAMER<F*> FRED H. ELLER ROBERT L. GARLICH<F*>
Stone Carlie & Company, New Mount Sinai Cemetery Enterbank Holdings, Inc. Garlich Printing Company
LLC Association

JEFFREY W. GLIK ROBERT F. GORMAN<F*> HERBERT W. HITCHINGS<F*> JEFF B. IKEN<F*>
Glik's Retired -- formerly Enterprise Bank CIS Communications
United Postal Savings

WILLIAM M. ORVILLE J. DAVID J. MISHLER DAVID L. PAYNE
MCCORMICK, JR. MIDDENDORF Enterprise Bank Payne Electric, Inc.
Capital Communications Middendorf Meat Co.
Corp.

ROBERT E. SAUR EDWARD A. SCHULTZ GLENN JOHNSON MENLO F. SMITH<F*>
Conrad Properties Corp. Code Consultants SHEFFIELD<F*> Sunmark Capital
DMC, Inc.

JAMES L. STEWART HENRY D. WARSHAW HILTON I. PRICE, M.D. DANIEL S. REILLY<F*>
Stewart Properties, Inc. Moneta Group, Inc. Midwest Radiological Retired -- formerly
KPMG, LLP

ENTERPRISE BANK - SUNSET HILLS

BOARD OF DIRECTORS

RONALD G. ABELES JOSEPH E. BARRY LAVONNE L. DECK<F*> FRED H. ELLER
Abeles & Hoffman, PC Barry Sales, Ltd. Scorpius Enterprises, Enterbank Holdings, Inc.
Ltd.

RICHARD B. FOX<F*> MARK H. GORAN<F*> JAMES E. GRASER ROBERT M. KAISER
SulfaTreat Co. Bryan Cave, LLP Enterprise Bank Kaiser Electric, Inc.

ROBERT F. NICK P. RAINERI<F*> EARL W. SWINK<F*> HARRY O. TIGGARD, JR.<F*>
O'LOUGHLIN Raineri Building Swink, Fiehler & Co. Trademark Medical, Inc.
Lodging Hospitality Materials, Inc.
Mgmt. Co.

THOMAS F. VOGEL GEORGE W. JAMES A. WILLIAMS
Tom Vogel VONHOFFMANN, JR.<F*> Sunset Transportation
Agency, Inc. GVH, Inc.

<FN>

<F*> Advisory Directors

page seven

ENTERPRISE BANK - ST. PETERS

BOARD OF DIRECTORS

RUDY D. BECK<F*> CHARLES W. DALE C. BROWN<F*> TIMOTHY J. BURKEMPER<F*>
Beck, Tiemeyer & Zerr, BENNETT Botz Deal Company, PC Burkemper Construction
P.C. C. Bennett Building & Real Estate
Supply, Inc.

ERNEST W. DEMPSEY FRED H. ELLER W. DALE FINKE RICHARD L. FRANCIS<F*>
Pio's Restaurant Enterbank Holdings, Inc. ISU Corporate Bax Engineering
Insurance Management

JOHN J. GLOSS RICHARD E. HILL<F*> THOMAS M. HOWELL<F*> JOHN L. KASTNER
BJC Health Hill Partnership Howell & Sons Excavating Client Services, Inc.
Systems Architects

MARK F. KEEVEN<F*> RICHARD C. LEUCK WILLIAM C. VEHIGE SHAWN T. SAALE<F*>
Missouri Turf, Inc. Enterprise Bank Tax & Accounting Saale & Bailey, LC
Services, Inc.

PATRICIA E. JAMES L. WILHITE DANIEL J. GNADE<F*>
RODEHEAVER Stange Company Price-Gnade Ford
Retired -- formerly Mercury
Custom Design Telephone
Systems, Inc.

ENTERPRISE FINANCIAL ADVISORS

AND ENTERPRISE TRUST

J. PHILIP BENDER<F*> LAWRENCE BRODY, ESQ.<F*> T. JACK CHALLIS, ESQ.<F*> FRED H. ELLER<F*>
Northwestern Mutual Life Bryan Cave, LLP Suelthaus & Walsh, PC Enterbank Holdings, Inc.

STEVEN L. FINERTY<F*> RALPH E. OSTERMUELLER<F*> PETER G. SCHICK<F*> PAUL L. VOGEL<F*>
Argent Capital The Ostermueller Group Moneta Group, Inc. Enterprise Financial Advisors
Management, LLC

TED C. WETTERAU<F*>
Retired -- formerly Wetterau
and Associates, LLC

<FN>

<F*> Advisory Directors

CORPORATE HEADQUARTERS

Enterbank Holdings, Inc.
150 North Meramec
Clayton, Missouri 63105
(314) 725-5500

ANNUAL MEETING

The annual meeting of Enterbank Holdings, Inc. shareholders will be held at
4:00 p.m. on Wednesday, April 28, 1999, at The University Club, 1034 South
Brentwood Blvd., St. Louis, Missouri 63117

BROKER-DEALER

J.A. Glynn & Co.
9841 Clayton Road
St. Louis, Missouri 63124
(314) 997-1277

10-K REPORT AVAILABLE

A copy of Enterbank Holdings, Inc. 1998 Annual Report on Form 10-K to the
Securities and Exchange Commission accompanies this Summary Annual Report. It
is also available on request to the Company.

LEGAL COUNSEL

Armstrong, Teasdale, Schlafly & Davis
One Metropolitan Square, Suite 2800
St. Louis, Missouri 63102
(314) 621-5070

INDEPENDENT AUDITORS

KPMG LLP
1010 Market Street
St. Louis, Missouri 63101
(314) 444-1400

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