S-8

As filed with the Securities and Exchange Commission on August 13, 2008 

 Registration No. 333_____

SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

________________

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________

ENTERPRISE FINANCIAL SERVICES
CORP
(Exact name of registrant as specified in its charter)

Delaware	43-1706529
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

150 North MeramecClayton, Missouri 63105
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Enterprise Financial Services Corp Amended and Restated 2002 Stock Incentive Plan
(Full title of the plan)

	Copy to:
Frank H. Sanfilippo	Charles E. H. Luedde, Esq.
Chief Financial Officer	Greensfelder Hemker & Gale, P.C.
Enterprise Financial Services Corp	10 South Broadway, Suite 2000
150 North Meramec	St. Louis, Missouri 63102
Clayton, Missouri 63105	(314) 241-9090
(314) 725-5500
(Name, address and telephone number
of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o  Accelerated filer þ  Non-accelerated filer o  Smaller reporting company o 

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities to be	Amount of Shares	Offering Price Per	Aggregate Offering	Amount of
Registered(1)	to be Registered(2)	Share(3)	Price	Registration Fee(4)
Common Stock, par value $0.01	750,000(5)	$19.28	$14,460,000	$568.28

1 The securities to be registered include options and rights to acquire Common Stock.

2 Pursuant to Rule 416, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any similar transaction effected without receipt of additional consideration, which results in an increase in Registrant’s outstanding shares of Common Stock.

3 Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee and based upon the average of the reported high and low sale prices on August 8, 2008.

4 Calculated pursuant to Section 6(b) of the Securities Act of 1933.

5 An aggregate of 2,250,000 shares of common stock, par value $0.01 per share, of Enterprise Financial Services Corp may be offered or issued pursuant to the 2002 Stock Incentive Plan, (a) 750,000 of which were previously registered on Form S-8 (File No. 333-130751), (b) 750,000 of which were previously registered on Form S-8 (File No. 333-136230) and (c) 750,000 of which are being registered on this Form S-8.

EXPLANATORY NOTE

     On December 29, 2005, Registrant filed a Form S-8 Registration Statement (File No. 333-130751) (the “2005 Registration Statement”) registering 750,000 shares of common stock, par value $.01 per share (“Common Stock”), of Registrant, available for issuance pursuant to awards under Registrant’s 2002 Stock Incentive Plan (the “Original Plan”). On August 2, 2006, Registrant filed a Form S-8 Registration Statement (File No. 333-136230) (the “2006 Registration Statement”) registering an additional 750,000 shares of its Common Stock in connection with the amendment and restatement of the Original Plan (as amended and restated, the “Plan”).

     This Registration Statement is being filed pursuant to and in accordance with General Instruction E of Form S-8 to register an additional 750,000 shares of Common Stock in connection with a further amendment and restatement of the Plan, as approved by Registrant’s shareholders at Registrant’s annual meeting held on April 23, 2008. The 2005 Registration Statement and the 2006 Registration Statement are hereby incorporated by reference.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are hereby incorporated by reference into this registration statement:

     (a) Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission (the “Commission”) on March 14, 2008, which contained audited consolidated financial statements for the most recent fiscal year for which such statements have been filed.

     (b) Registrant’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended March 31, 2008 filed on May 12, 2008;

     (c) All other reports filed by Registrant pursuant to Section 13(a) or 15(d) of the Securities Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above, including without limitation all Current Reports on Form 8-K filed by Registrant with the Commission since such date.

     (d) The description of Registrant’s common stock, which is contained in a registration statement filed on Form S-1, by Registrant with the Commission on October 24, 1996, registration number 333-14737.

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

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Section 102 of the Delaware General Corporation Law, or DGCL, as amended, allows a corporation to eliminate the personal liability of directors of a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or obtained an improper personal benefit.

     Section 145 of the DGCL provides, among other things, that Registrant 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 other than an action by or in the right of Registrant, by reason of the fact that the person is or was a director, officer, agent or employee of Registrant, or is or was serving at Registrant’s request as a director, officer, agent or employee 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 the person in connection with such action, suit or proceeding, if such person acting in good faith and in a manner he or she reasonably believed to be in the best interests, or not opposed to the best interests, of Registrant, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of Registrant as well, but only to the extent of defense expenses, reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of liability to Registrant, unless the court believes that in light of all the circumstances indemnification should apply. Furthermore, under the DGCL, if such person is successfully on the merits or otherwise in the defense of any action referred to above, or in the 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.

     Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves an unlawful payment of dividends or an unlawful purchase or redemption of stock, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

     As permitted by the DGCL, Registrant’s certificate of incorporation includes a provision to eliminate the personal liability of its directors for monetary damages for breach of alleged breach of their fiduciary duties as directors, subject to limited exceptions. The certificate of incorporation also provides that every person who is or was our director, officer, employee or agent or is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at Registrant’s request, shall be indemnified to the fullest extent permitted by law for all expenses and liabilities in connection with any proceeding involving such person in this capacity.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

     The Exhibits to this registration statement are listed in the Index to Exhibits which immediately follows the signature pages hereto.

Item 9. Undertakings.

Registrant hereby undertakes:

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

     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (b) That, for the purpose of determining any liability under the Securities 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.

     (c) 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.

     Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of 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 file offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer, or controlling person of 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, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on August 13, 2008.

ENTERPRISE FINANCIAL SERVICES CORP
By:	/s/ Frank H. Sanfilippo
	Frank H. Sanfilippo
	Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of Enterprise Financial Services Corp (the “Corporation”) and each of us, do hereby constitute and appoint Peter F. Benoist and Frank H. Sanfilippo, or either of them, our true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, to do any and all acts and things in our names and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and amendments (including post-effective amendments) to the Registration Statement, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to such Registration Statement; and we do hereby ratify and conform all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall 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 and on the dates indicated:

Signature	Title	Date
/s/ Peter F. Benoist	Chief Executive Officer and Director	May 23, 2008
Peter F. Benoist
/s/ James J. Murphy	Director	May 23, 2008
James J. Murphy
/s/ Kevin C. Eichner	Director	May 23, 2008
Kevin C. Eichner
/s/William H. Downey	Director	May 23, 2008
William H. Downey
/s/Robert E. Guest, Jr.	Director	May 23, 2008
Robert E. Guest, Jr.
/s/Lewis A. Levey	Director	May 23, 2008
Lewis A. Levey
/s/Birch M. Mullins	Director	May 23, 2008
Birch M. Mullins
/s/Robert E. Saur	Director	May 23, 2008
Robert E. Saur
/s/Sandra Van Trease	Director	May 23, 2008
Sandra Van Trease
/s/Henry D. Warshaw	Director	May 23, 2008
Henry D. Warshaw
/s/Michael A. DeCola	Director	May 23, 2008
Michael A. DeCola
/s/Brenda D. Newberry	Director	May 23, 2008
Brenda D. Newberry

INDEX TO EXHIBITS

Exhibit No.	Description
4.1**	Enterprise Financial Services Corp 2002 Amended and Restated Stock Incentive Plan (incorporated herein by reference to Registrant’s Proxy Statement on Form 14-A, filed on March 17, 2008).
4.2*	Form of Restricted Stock Unit Agreement
4.3*	Form of Stock Appreciation Right Agreement
5.1*	Opinion of Greensfelder, Hemker & Gale, P.C.
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Greensfelder, Hemker & Gale, P.C. (included in Exhibit 5.1)
24.1*	Power of Attorney (contained on signature page)

*	Filed herewith
**	Previously Filed

EX-4.2

Exhibit 4.2

RESTRICTED STOCK UNIT AGREEMENT

     AGREEMENT made this __th day of ____, 2008, between ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the "Company"), and __________________________ ("Employee").

1. AWARD.

(a) UNITS. The Company hereby awards and issues to Employee _____ restricted stock units (the "Units"). Each Unit represents the right to receive one share of Restricted Stock under the Company's 2002 Stock Incentive Plan (as amended from time to time, the "Plan") subject to the terms of the Plan (including, without limitation, adjustment of the ratio of converting Units into Restricted Stock provided for in the Plan) and to the vesting requirements set forth herein.

(b) ISSUANCE OF UNITS. The Units shall be evidenced by this Agreement and deemed issued upon acceptance hereof by Employee.

(c) PLAN INCORPORATED. The terms and conditions of the Plan are incorporated herein by reference. Employee acknowledges receipt of a copy of the Plan (as amended and restated to the date hereof) and agrees that this award of Units shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, provided, however, that no such future amendment shall have an effect upon the vesting requirements set forth herein or impose additional vesting requirements or extend restrictions on Restricted Stock beyond the time of vesting. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

2. VESTING.

     (a) Vesting of the Units shall be based upon periods of service subsequent to the date of award and not on other Qualifying Performance Criteria. Units shall vest in accordance with the following schedule provided that Employee is employed by the Company on the Vesting Date:

		Cumulative
	Percentage of	Vesting
Vesting Date	Units Vesting	Percentage
December 15, 20__ -	20%	20%
December 15, 20__ -	20%	40%
December 15, 20__ -	20%	60%
December 15, 20__ -	20%	80%
December 15, 20__ -	20%	100%

As of each such vesting date, the Units shall be converted into shares of Restricted Stock under the Plan and the Company shall issue such shares to Employee by means of book entry and shall, upon request of the Employee, issue a certificate representing such shares and Employee shall have all rights of a shareholder of record with respect to such shares from and after such date. Employee shall have neither the right to vote nor the right to receive cash dividends or distributions nor any other rights as a shareholder with respect to the Units prior to the date of vesting.

1

Exhibit 4.2

     (b) Vesting of the Units shall occur upon death, Disability or Retirement (as defined below) as follows:

	i.	In the event of the death of an Employee while continuing to be employed by the Company, all Units not otherwise vested shall become immediately vested and exercisable.
	ii.	In the event of the Disability or Retirement of an Employee, all Units shall continue to vest, as though Employee had remained employed with the Company following such Disability or Retirement, subject to the forfeiture provisions of Subparagraph (d) below.
(c) As used herein,
	i.	"Retirement" means the termination of employment, other than for reasons that constitute deliberate gross misconduct, determined in the sole discretion of the Committee, after the time that the Employee has attained 60 years of age and the sum of his attained age and his continuous full years of full time employment service with the Company is 70 (e.g., having attained the age of 60 with 10 years of employment with the Company or age 65 with 5 years of employment with the Company would qualify the employee for Retirement). For these purposes, an employee will be deemed to have a year of full time employment service with the Company if the employee would be entitled to receive credit for a year of service under a qualified pension plan in accordance with Internal Revenue Service Code §1053(b)(2)(c).
	ii.	"Disability" shall mean qualification for disability benefits under the Social Security disability insurance program, or if an employee is determined to be permanently disabled by the Committee in its discretion.

     (d) Notwithstanding the provisions of Subparagraph (b) ii. above, the Employee will forfeit all unvested Units and vesting of Units shall immediately terminate in the event of the determination of the Committee, made in its sole discretion, that any of the following has occurred:

i.	The Employee violates any provisions of this Agreement or any other agreement between the Company and the Employee;
ii.	The Employee directly or indirectly, owns equity or stock in, manages, operates, is employed by or is connected with as an officer, employee, partner, consultant or otherwise, or otherwise engages or participates in any entity or business engaged in the operation, ownership or management of a bank, trust company, wealth management or financial services business within the Metropolitan Statistical Areas of St. Louis, Kansas City, Phoenix or any other city in which the Company or any of its direct or indirect affiliates or subsidiaries has an office at the time of such termination (a “Competitive Activity”). Notwithstanding the foregoing, the ownership by Employee of less than 1% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.
iii.	The Employee utilizes or discloses any confidential or proprietary information concerning the Company or any of its customers;
iv.	The Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit (i) solicits, takes away, attempts to take away, diverts, or attempt to diverts any customer from the Company or its Affiliates or (ii) induces, attempts to induce or aids any person in inducing any customer to cease doing business with the Company or any of its Affiliates or in any way interfere with the relationship between any customer and the Company or its Affiliates.

2

Exhibit 4.2

v.	Employee is employed by or acts as a consultant for any person which directly, or through any of its Affiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any customer from the Company or any of its Affiliates.
vi.	Employee (i) directly or indirectly, entices or induces, or attempts to, entice or induce, or directly or indirectly assists any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its Affiliates to leave such employ or (ii) directly or indirectly, and shall not be employed or act as a consultant for any Person who employs any employee of the Company or its Affiliates in any business that engages in any Competitive Activity.
vii.	The Employee makes any disparaging comments concerning the Company or any of its officers or directors, or engages in any other activity or conduct which is detrimental to the interests of the Company, as determined by the Committee in its sole discretion.

For purposes of this Subparagraph (d) (including Subparagraphs i through vii) "Company" means the Company and each of its direct or indirect majority owned subsidiaries and affiliates.

3. WITHHOLDING OF TAX. To the extent that the vesting of Units or receipt of shares of Restricted Stock results in income to Employee for federal, state or local income tax purposes, Employee shall pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to such income. The Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Employee, including the right but not the obligation to effect such withholding by offset against the shares of Restricted Stock deliverable in respect of vested Units.

4. SALE OR TRANSFER OF UNITS OR STOCK. Employee agrees that the Units may not be sold, transferred or otherwise disposed of in any manner prior to vesting. Employee also understands that although the issuance of grants and awards under the Plan has been registered under the Securities Act of 1933, such registration does not apply to any resale or transfer by Employee of the shares of stock resulting from vesting of units under this award and the Plan. Employee also agrees (i) that the certificates representing the Restricted Stock may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent to stop registration of the transfer of the Restricted Stock.

5. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, including determination of vesting, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation (including any parent entity succeeding to the business of or control of the Company) or subsidiary corporation (as defined in Section 424 of the Code) of the Company or any successor corporation. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final and binding on all persons, including Employee.

     6. COMMITTEE'S POWERS. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Units and Restricted Shares.

3

Exhibit 4.2

7. CONFIDENTIALITY; NON SOLICITATION. In consideration for the grant of Units, Employee agrees as follows:

(a) For a period of six months following any termination from the Company, (i) Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, or attempt to divert any customer from the Company or its Affiliates or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its Affiliates or in any way interfere with the relationship between any customer and the Company or its Affiliates and (ii) Employee shall not be employed by or act as a consultant for any person which directly, or through any of its Affiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any customer from the Company or any of its Affiliates.

(b) For a period of six months following any termination from the Company, Employee shall not (i) directly or indirectly, entice or induce, or attempt to, entice or induce, or directly or indirectly assist any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its Affiliates to leave such employ or (ii) directly or indirectly, and shall not be employed or act as a consultant for any Person who employs any employee of the Company or its Affiliates in any business that engages in any Competitive Activity.

     (c) Employee shall always refrain from any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of the Company to any person or business, without regard to the nature of Employee’s termination from the Company.

Employee acknowledges that any violation of paragraphs (a) through (d) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. As used herein, the term “Company” shall include the Company, its successors, subsidiaries and affiliates. The provisions of paragraphs (a) through (d) above shall be in addition to any other noncompetition, nonsolicitation or confidentiality agreements to which Employee is subject and not supersede or override any such other agreements. The provisions of paragraphs (a) through (c) above shall terminate prospectively after any Change of Control as defined in the Plan.

8. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the Company, its subsidiaries and any of their respective successors, and all persons lawfully claiming under Employee.

9. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri.

[The remainder of this page is blank. The next page is the signature page.]

4

Exhibit 4.2

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written.

ENTERPRISE FINANCIAL SERVICES CORP

By: 

Name:

Title:

EMPLOYEE 

5

EX-4.3

Exhibit 4.3

STOCK APPRECIATION RIGHT AGREEMENT

AGREEMENT made this __th day of _____, 200_, between ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”), and ___________________(“Employee”).

1. AWARD.

(a) RIGHTS. The Company hereby awards and issues to Employee _____Stock Appreciation Rights (the “Rights”). Each Right shall represent upon the exercise (“Exercise”) thereof in accordance with the terms of this Agreement, the right to receive from the Company in the form of shares of the Company’s Common Stock issued under the terms of the Company’s 2002 Stock Incentive Plan, a value equal to the amount (the “Excess”) by which the fair market value of one share of such Common Stock on the date of exercise (the “Exercise Price”) exceeds the fair market value of one such share on June 15 (the “Base Price”), rounded to the nearest whole share of such Common Stock. In accordance with the Plan, the fair market value of the Company’s Common Stock shall be equal on any given date to the average of the high and low prices per share for trades occurring in the principal market for the Common Stock (or the preceding business day if no such trades occur). The per right value so determined shall be multiplied by the number of Rights being exercised and the resulting quotient shall be divided by the Exercise Price to determine the number of shares of The Company’s Common Stock deliverable to Employee. The value, if any, realized upon exercise of the Rights is dependent upon the share price performance for the Company’s Common Stock between the date of the Base Price until the date of Exercise.

(b) ISSUANCE OF RIGHTS. The Rights shall be evidenced by this Agreement and deemed issued upon acceptance hereof by Employee.

(c) PLAN INCORPORATED. The terms and conditions of the Plan are incorporated herein by reference. Employee acknowledges receipt of a copy of the Plan (as amended and restated to the date hereof) and agrees that this award of Rights shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, provided, however, that no such future amendment shall have an adverse effect upon the vesting requirements set forth herein or impose additional vesting requirements or shorten or restrict the time in which such Rights may be exercised or deny the protections and benefits of paragraphs 8 and 9 of the Plan. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

2. VESTING; EXERCISE.

     (a) Vesting of the Rights shall be based upon periods of service subsequent to the date of award and not on other Qualifying Performance Criteria. Rights shall vest in accordance with the following schedule provided that Employee is employed by the Company on the Vesting Date:

		Cumulative
	Percentage of	Vesting
Vesting Date	Rights Vesting	Percentage
December 15, 20__ -	20%	20%
December 15, 20__ -	20%	40%
December 15, 20__ -	20%	60%
December 15, 20__ -	20%	80%
December 15, 20__ -	20%	100%

     (b) The Rights granted hereby may be exercised at any time after the Vesting Date; provided, however, that the right to exercise shall expire on ____________(the Expiration Date) or upon such earlier date as Employee shall cease to be employed by the Company or any subsidiary or affiliated entity controlled by or under common control with the Company. In the event of a termination of employment occurring prior to the Expiration Date, the amount of any Excess value accorded the Rights shall be determined and Employee shall have the right to receive such amount payable in shares of the Company’s Common Stock.

     (c) Vesting of the Rights shall occur upon death, Disability or Retirement (as defined below) as follows:

i.	In the event of the death of an Employee while continuing to be employed by the Company, all Rights not otherwise vested shall become immediately vested and exercisable.
ii.	In the event of the Disability or Retirement of an Employee, all Rights shall continue to vest, as though Employee had remained employed with the Company following such Disability or Retirement, subject to the forfeiture provisions of Subparagraph (e) below.

     (d) As used herein,

i.

"Retirement" means the termination of employment, other than for reasons that constitute deliberate gross misconduct, determined in the sole discretion of the Committee, after the time that the Employee has attained 60 years of age and the sum of his attained age and his continuous full years of full time employment service with the Company is 70 (e.g., having attained the age of 60 with 10 years of employment with the Company or age 65 with 5 years of employment with the Company would qualify the employee for Retirement). For these purposes, an employee will be deemed to have a year of full time employment service with the Company if the employee would be entitled to receive credit for a year of service under a qualified pension plan in accordance with Internal Revenue Service Code §1053(b)(2)(c).

ii.

"Disability" shall mean qualification for disability benefits under the Social Security disability insurance program, or if an employee is determined to be permanently disabled by the Committee in its discretion.

     (e) Notwithstanding the provisions of Subparagraph (c) ii. above, the Employee will forfeit all unexercised Rights and vesting of Rights shall immediately terminate in the event of the determination of the Committee, made in its sole discretion, that any of the following has occurred:

i.

The Employee violates any provisions of this Agreement or any other agreement between the Company and the Employee;

ii.

The Employee directly or indirectly, owns equity or stock in, manages, operates, is employed by or is connected with as an officer, employee, partner, consultant or otherwise, or otherwise engages or participates in any entity or business engaged in the operation, ownership or management of a bank, trust company, wealth management or financial services business within the Metropolitan Statistical Areas of St. Louis, Kansas City, Phoenix or any other city in which the Company or any of its direct or indirect affiliates or subsidiaries has an office at the time of such termination (a “Competitive Activity”). Notwithstanding the foregoing, the ownership by Employee of less than 1% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.

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	iii.	The Employee utilizes or discloses any confidential or proprietary information concerning the Company or any of its customers;
	iv.	The Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit (i) solicits, takes away, attempts to take away, diverts, or attempt to diverts any customer from the Company or its Affiliates or (ii) induces, attempts to induce or aids any person in inducing any customer to cease doing business with the Company or any of its Affiliates or in any way interfere with the relationship between any customer and the Company or its Affiliates.
	v.	Employee is employed by or acts as a consultant for any person which directly, or through any of its Affiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any customer from the Company or any of its Affiliates.
	vi.	Employee (i) directly or indirectly, entices or induces, or attempts to, entice or induce, or directly or indirectly assists any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its Affiliates to leave such employ or (ii) directly or indirectly, and shall not be employed or act as a consultant for any Person who employs any employee of the Company or its Affiliates in any business that engages in any Competitive Activity.
	vii.	The Employee makes any disparaging comments concerning the Company or any of its officers or directors, or engages in any other activity or conduct which is detrimental to the interests of the Company, as determined by the Committee in its sole discretion.
For purposes of this Subparagraph (e) (including Subparagraphs i through vii) "Company" means the Company and each of its direct or indirect majority owned subsidiaries and affiliates.

     3. WITHHOLDING OF TAX. To the extent that the vesting of Rights or receipt of shares upon exercise of Rights results in income to Employee for federal, state or local income tax purposes, Employee shall pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to such income. The Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Employee, including the right but not the obligation to effect such withholding by offset against the shares deliverable in respect of vested Rights being exercised.

4. SALE OR TRANSFER OF RIGHTS OR STOCK. Employee agrees that the Rights may not be sold, transferred or otherwise disposed of in any manner prior to vesting. Employee also understands that although the issuance of grants and awards under the Plan has been registered under the Securities Act of 1933, such registration does not apply to any resale or transfer by Employee of the shares of stock resulting from exercise of Rights under this award and the Plan. Employee also agrees (i) that the certificates representing the Common Stock upon exercise of Rights may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of such shares on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent to stop registration of the transfer of such shares.

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5. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, including determination of vesting, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation (including any parent entity succeeding to the business of or control of the Company) or subsidiary corporation (as defined in Section 424 of the Code) of the Company or any successor corporation. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final and binding on all persons, including Employee.

     6. COMMITTEE'S POWERS. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Rights and Restricted Shares.

7. CONFIDENTIALITY; NON SOLICITATION. In consideration for the grant of Rights, Employee agrees as follows:

(a) For a period of six months following any termination from the Company, (i) Employee, directly or indirectly, whether alone or in association, or combination with any other Person, or as an officer, director, shareholder, member, manager, employee, agent, independent contractor, consultant, advisor, joint-venturer, partner or otherwise, and whether or not for pecuniary benefit shall not (A) solicit, take away, attempt to take away, divert, or attempt to divert any customer from the Company or its Affiliates or (B) induce, attempt to induce or aid any person in inducing any customer to cease doing business with the Company or any of its Affiliates or in any way interfere with the relationship between any customer and the Company or its Affiliates and (ii) Employee shall not be employed by or act as a consultant for any person which directly, or through any of its Affiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any customer from the Company or any of its Affiliates.

(b) For a period of six months following any termination from the Company, Employee shall not (i) directly or indirectly, entice or induce, or attempt to, entice or induce, or directly or indirectly assist any Person in which Employee is an investor, consultant or employee to entice or induce, any employee of the Company or its Affiliates to leave such employ or (ii) directly or indirectly, and shall not be employed or act as a consultant for any Person who employs any employee of the Company or its Affiliates in any business that engages in any Competitive Activity.

     (c) Employee shall always refrain from any direct or indirect use or disclosure (whether intentional, negligent or reckless) of any trade secret or confidential or proprietary information of the Company to any person or business, without regard to the nature of Employee’s termination from the Company.

Employee acknowledges that any violation of paragraphs (a) through (d) above will cause the Company severe, immediate and irreparable harm entitling the Company to injunctive relief in addition to any other remedies that may be available at law or in equity. As used herein, the term “Company” shall include the Company, its successors, subsidiaries and affiliates. The provisions of paragraphs (a) through (d) above shall be in addition to any other noncompetition, nonsolicitation or confidentiality agreements to which Employee is subject and not supersede or override any such other agreements. The provisions of paragraphs (a) through (c) above shall terminate prospectively after any Change of Control as defined in the Plan.

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8. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the Company, its subsidiaries and any of their respective successors, and all persons lawfully claiming under Employee.

9. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written.

ENTERPRISE FINANCIAL SERVICES CORP 

By: 

Name: 

Title: 

Employee: 

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EX-5.1

Exhibit 5.1

August 11, 2008

Enterprise Financial Services Corp
150 North Meramec Avenue
Suite 300
Clayton, MO 63105

To Whom It May Concern:

     We have acted as counsel to Enterprise Financial Services Corp (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission of the registration statement of the Company on Form S-8 under the Securities Act of 1933, as amended, (the “Registration Statement”), with respect to 750,000 shares of additional common stock, par value $0.01, of the Company (the “Shares”) issuable pursuant to the Enterprise Financial Services Corp Amended and Restated 2002 Stock Incentive Plan (the “Plan”).

     In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Plan and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents or public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

     In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

     Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares issued or to be issued pursuant to the terms of the Plan have been duly authorized and, and are, or when issued as contemplated by the Plan, are or will be validly issued, fully paid and nonassessable.

Enterprise Financial Services Corp
August 11, 2008
Page 2

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

	Very truly yours,
GREENSFELDER, HEMKER & GALE, P.C.
By	/s/ Charles E. H. Luedde

     PRS/kka
1046166

EX-23.1

Exbihit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Enterprise Financial Services Corp:

We consent to the incorporation by reference in the registration statement on Form S-8 of Enterprise Financial Services Corp of our reports dated March 14, 2008, with respect to the consolidated balance sheets of Enterprise Financial Services Corp as of December 31, 2007 and  2006, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2007 and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of Enterprise Financial Services Corp.

St. Louis, Missouri
August 13, 2008