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.


2





		 		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.

3




     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.


4




     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: 	 




5