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                                                                  EXHIBIT 4.1
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                     MISSISSIPPI VALLEY BANCSHARES, INC.
                 2002 STOCK OPTION PLAN (FIVE-YEAR OPTIONS)

         1.  Purpose of Plan: The purpose of this 2002 Stock Option Plan
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(Five-Year Options) (the "Plan") is to aid Mississippi Valley Bancshares,
Inc. (the "Company") and its subsidiaries to secure and retain officers and
to align the interests of such officers with the interests of the Company's
stockholders by making it possible to offer them an increased incentive, in
the form of a proprietary interest in the Company, to join or continue in
the service of the Company (including its subsidiaries) and increase their
efforts for its welfare.

         2.  Granting of Options: The Compensation and Employee Benefits
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Committee ("Committee") of the Company's Board of Directors ("Board") may
from time to time grant options to purchase shares of the Company's common
stock ("Shares") to officers of the Company or any of its subsidiaries
pursuant to this Plan. In granting options, the Committee may consider the
recommendations of the Company's Chairman and the chief executive officers
of the Company's subsidiaries. No member of the Committee shall be eligible
to participate in the decision to grant options under this Plan if such
member has been granted or awarded equity securities of the Company under
this Plan or any other plan of the Company during the one-year period before
the commencement of such member's service on the Committee or during such
service.

         The total number of Shares that may be optioned under the Plan from
time to time is 500,000. Shares optioned may consist, in whole or in part,
of unissued Shares or reacquired Shares. If any Shares that are subject to
an option that terminates prior to exercise in full, such Shares may again
be optioned under the Plan and for the purpose of this Section 2 shall not
be considered as having been theretofore optioned. The foregoing number of
Shares may be increased or decreased by events stated in Section 4.

         No option may be granted under the Plan before the latter of the
date on which the Plan is adopted by the Board or the date on which the Plan
is approved by the Company's stockholders or after December 31, 2011, unless
the Plan is extended, but options theretofore granted may extend beyond that
date. No option holder ("Participant") shall have any rights of a
stockholder as to Shares under option until such Shares shall have been
issued to the Participant upon due exercise of the option.

         3.  Terms of Options: The terms of each option  granted  under the
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Plan shall be as determined from time to time by the Committee, consistent
however, with the following:

             (a)  The option price shall be not less than the last sale price
                  of the Shares as reported on the NASDAQ National Market
                  System on the date the option is granted. Payment in full
                  in cash shall be made for all Shares purchased.

             (b)  No option shall be exercisable after five years from the
                  date it is granted, except as provided in subparagraph (e).



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             (c)  Each option shall be for a maximum of 15,000 Shares and
                  shall not vest earlier than at the rate of 25% of the total
                  number of Shares subject to the option for each full year
                  elapsed since the date the option is granted, subject to
                  acceleration in the event of a change in control of
                  the Company.

             (d)  The option shall not be transferable by the Participant
                  otherwise than by will or by laws of descent and
                  distribution, and except as provided in subparagraph (e)
                  the option shall be exercisable only by the Participant
                  and only during the period of the Participant's employment
                  by the Company or any of its subsidiaries.

             (e)  In the event of the death of the Participant or the
                  termination of the Participant's employment by reason of
                  disability or incapacity, then to the extent that the
                  Option was vested and exercisable on the date of the
                  Participant's death or of such termination of employment,
                  it may be exercised by the Participant's personal
                  representative, conservator (if any) or guardian (if any),
                  respectively, for a period of ninety days following the
                  date of the Participant's death or of such termination of
                  employment, even if the option would otherwise have expired
                  during such ninety-day period.

             (f)  The option agreements authorized under the Plan shall
                  contain such other provisions and restrictions as the
                  Committee shall deem advisable.

             (g)  The grant of an option pursuant to the Plan shall not
                  affect in any way the right or power of the Company to
                  make adjustments, reclassifications, reorganizations, or
                  changes of its capital or business structure or to merge
                  or to consolidate or to dissolve, liquidate or sell, or
                  transfer all or any of its business or assets.

         4.  Stock Adjustment: In the event of any stock dividend on,
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split-up or combination of, or other change in, the Company's common stock,
then the number or kind of Shares available for option under the Plan or
subject to an option thereunder shall be correspondingly added to, increased,
diminished or changed, without increase or decrease in the aggregate purchase
price of all Shares subject to option before and after such change.

         5.  Administration of Plan: The Committee shall have the power to
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interpret the Plan, and to make rules for carrying it out. It shall have
no power (without the consent of the Participant) to change the terms and
conditions of any option except to the extent, if any, provided in such
option. The Board or the Executive Committee of the Board may amend, suspend
or terminate the Plan at any time. No such amendment, suspension or
termination shall affect options then in effect without the consent of the
Participant or reduce the exercise price of options then in effect except
as provided in paragraph 4, above.

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