EXHIBIT 10.14

ENTERPRISE FINANCIAL
SERVICES CORP 
EXECUTIVE EMPLOYMENT AGREEMENT

     THIS
AGREEMENT, is made by and between Linda M. Hanson (the "Executive") and
ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the "Company"),
effective as of November 1, 2004 (the "Effective Date").

     WITNESSETH:

     WHEREAS,
Executive desires to be employed or to continue to be employed by the Company,
and the Company desires to employ or continue to employ Executive, on the terms,
covenants and conditions hereinafter set forth in this Agreement.

     NOW,
THEREFORE, for the reasons set forth above, and in consideration of the mutual
promises and agreements herein set forth, the Company and Executive agree as
follows:

     1.
Employment. Subject to the terms and
conditions set forth in this Agreement, the Company hereby employs Executive for
the Contract Term as hereafter defined. During the Contract Term, Executive
shall serve in an executive capacity and shall have such duties and
responsibilities as the Board of Directors (the “Board”) may from time to time
specify. Executive shall comply with all polices and procedures of the Company
generally applicable to executive employees of the Company. Executive hereby
accepts such employment and agrees to serve the Company in such capacities for
the term of this Agreement.

     2. Term of Employment.
Except as otherwise provided herein, the term of this Agreement shall be for a
term commencing on the Effective Date and ending upon Executive’s death or
termination of employment as hereafter provided (the "Employment Term"). The
Contract Term may be extended by mutual written agreement of Executive and the
Company upon such terms, provisions and conditions which are mutually acceptable
to Executive and the Company.

     3. Devotion to Duties.
Executive agrees that during the Employment Term he will devote all of his
skill, knowledge, commercial efforts and working time to the conscientious and
faithful performance of his duties and responsibilities to the Company (except
for (i) permitted vacation time and absence for sickness or similar disability
and (ii) to the extent that it does not interfere with the performance of
Executive’s duties hereunder: (A) such reasonable time as may be devoted to the
fulfillment of Executive’s civic and charitable activities and (B) such
reasonable time as may be necessary from time to time for personal financial
matters). Executive will use his best good faith efforts to promote the success
of the Company’s business and will cooperate fully with the Board in the
advancement of the best interests of the Company. If requested by the Board,
Executive will agree to serve as a director or officer of any of the Company’s
Subsidiaries without additional compensation.

     4.
Compensation of Executive.

          4.1
Base Salary. During the Employment Term, the Company shall pay to
Executive as compensation for the services to be performed by the Executive a
base salary of $177,000.00 per year (the "Base Salary"). The Base Salary shall
be payable in installments in accordance with the Company's normal payroll
practice and shall be subject to such withholding as may be required by law. The
Base Salary may be adjusted from time to time in the sole discretion of the
Board, but shall not be reduced without the consent of Executive.




          4.2 Targeted Bonus. In addition to the compensation
set forth elsewhere in this Section 4, for each calendar year during the
Employment Term and any extensions thereof, the Executive shall qualify for a
targeted annualized bonus ("Targeted Bonus") based upon meeting established
targeted goals. No later than the Company’s January Board meeting, the Company
and Executive shall agree upon certain targeted financial and operating goals
("Targets") for that calendar year. The established Targets shall be consistent
with the financial plan for the Company as adopted by the Company's Board.
Within 75 days after the end of each calendar year, the Company’s Chief
Executive Officer in collaboration with the Board (or a committee of the Board
to which the Board has delegated such authority) shall make a good faith
determination as to the extent to which the Targets have been met for the
preceding calendar year. If the Targets have been met, then Executive shall
receive a Targeted Bonus for such preceding year. In the event that the
established Targets are exceeded, then Executive shall be entitled to receive
additional bonus amounts above the Targeted Bonus as the Company’s Chief
Executive Officer in collaboration with the Board (or such committee) may
determine in their discretion. If the Company’s Chief Executive Officer in
collaboration with the Board (or such committee of the Board) determines that
the Targets have not been fully met, but minimum thresholds as may be
established by the Company’s Chief Executive Officer in collaboration with the
Board (or such committee) have been met, the Company’s Chief Executive Officer
in collaboration with the Board (or such committee) shall make a good faith
determination as to the extent that the Targets have been met and determine the
amount of such Targeted Bonus to be awarded to the Executive based
proportionately upon the extent to which the Targets are determined to have been
met. Executive shall also be eligible to receive such other bonuses or incentive
payments as may be approved by the Board of Directors.

          4.3 Benefits. Executive
shall be entitled to participate, during the Employment Term, in all regular
employee benefit and deferred compensation plans established by the Company
including, without limitation, any savings and profit sharing plan, incentive
stock plan, dental and medical plans, life insurance and disability insurance,
such participation to be as provided in said employee benefit plans in
accordance with the terms and conditions thereof as in effect from time to time
and subject to any applicable waiting period. Executive shall also be entitled
to paid vacation during each year of the Employment Term in accordance with the
Company’s vacation policy, provided that any vacation not used in any year shall
be forfeited and not carried over to any subsequent year.

          4.4 Reimbursement of Expenses. The Company will provide for the payment or reimbursement of all
reasonable and necessary expenses incurred by the Executive in connection with
the performance of his duties under this Agreement in accordance with the
Company's expense reimbursement policy, as such may change from time to
time.

     5. Termination of
Employment. 

          5.1 Termination for Cause.
"Termination for Cause", as hereinafter defined, may be effected by the Company
at any time during the term of this Agreement by written notification to
Executive, specifying in detail the basis for the Termination for Cause. Upon
Termination for Cause, Executive shall immediately be paid all accrued salary,
bonus compensation to the extent earned for the calendar year immediately
preceding termination, vested deferred compensation, if any, (other than pension
plan or profit sharing plan benefits which will be paid in accordance with the
terms of the applicable plan), any benefits under any plans of the Company in
which the Executive is a participant to the full extent of the Executive's
rights under such plans, accrued vacation pay for the year in which termination
occurs, and any appropriate business expenses incurred by Executive reimbursable
by the Company in connection with his duties hereunder, all to the date of
termination, but Executive shall not be paid any other compensation or
reimbursement of any kind, including without limitation, severance compensation.
"Termination for Cause" shall mean termination by the Company of Executive's
employment by the Company by reason of (a) an order of any federal or state
regulatory authority having jurisdiction over the Company, (b) the willful
failure of Executive substantially to perform his duties hereunder (other than
any such failure due to Executive’s physical or mental illness); (c) a willful
breach by Executive of any material provision of this Agreement or of any other
written agreement with the Company or any of its Affiliates; (d) Executive’s
commission of a crime that constitutes a felony or other crime of moral
turpitude or criminal fraud; (e) chemical or alcohol dependency which materially
and adversely affects Executive's performance of his duties under this
Agreement; (f) any act of disloyalty or breach of responsibilities to the
Company by the Executive which is intended by the Executive to cause material
harm to the Company; (g) misappropriation (or attempted misappropriation) of any
of the Company’s funds or property; or (h) Executive’s material violation of any
Company policy applicable to Executive. 




          5.2 Termination Other Than for Cause. Notwithstanding any other provisions of this Agreement, the
Company may effect a "Termination Other Than For Cause", as hereinafter defined,
at any time upon giving written notice to Executive of such termination. Upon
any Termination Other Than for Cause, subject to Executive’s compliance with the
terms and conditions contained in this Agreement, Executive shall within 30 days
after such termination be paid all accrued salary, bonus compensation to the
extent earned for the calendar year immediately preceding termination, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), accrued vacation pay
for the year in which termination occurs, any benefits under any plans of the
Company in which Executive is a participant to the full extent of Executive's
rights under such plans, and any appropriate business expenses incurred by
Executive in connection with his duties hereunder, all to the date of
termination. "Termination Other Than for Cause" shall mean any termination by
the Company of Executive's employment with the Company other than a termination
pursuant to subsection 5.1, 5.3, 5.4, 5.5 or 5.6. If Executive does not receive
severance compensation pursuant to Section 6.1, Executive shall not be subject
to Section 9.1. All other restrictions shall continue in force. 

          5.3 Termination by Reason of Disability. If, during the term of this Agreement, the Executive, in the
reasonable judgment of the Board of Directors, (i) has failed to perform his
duties under this Agreement on account of illness or physical or mental
incapacity, and (ii) such illness or incapacity continues for a period of more
than 90 consecutive days, or 90 days during any 180 day period, the Company
shall have the right to terminate Executive’s employment hereunder by written
notification to Executive and payment to Executive of all accrued salary, bonus
compensation to the extent earned for the calendar year immediately preceding
termination, vested deferred compensation, if any, (other than pension plan or
profit sharing plan benefits which will be paid in accordance with the
applicable plans), accrued vacation pay for the year in which termination
occurs, any benefits under any plans of the Company in which Executive is a
participant to the full extent of Executive's rights under such plans, and any
appropriate business expenses incurred by Executive in connection with his
duties hereunder, all to the date of termination, but Executive shall not be
paid any other compensation or reimbursement of any kind, including without
limitation, severance compensation. 

          5.4 Death. In the event of
Executive's death during the term of this Agreement, Executive's employment
shall be deemed to have terminated as of the last day of the month during which
his death occurs and the Company shall pay to his estate or such beneficiaries
as Executive may from time to time designate all accrued salary, bonus
compensation to the extent earned for the calendar year immediately preceding
termination, vested deferred compensation (other than pension plan or profit
sharing plan benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of the Company in which Executive is a
participant to the full extent of Executive's rights under such plans, accrued
vacation pay for the year in which termination occurs, and any appropriate
business expenses incurred by Executive in connection with his duties hereunder,
all to the date of termination, but Executive's estate shall not be paid any
other compensation or reimbursement of any kind, including without limitation,
severance compensation. 

          5.5 Voluntary Termination.
In the event of a "Voluntary Termination," as hereinafter defined, provided that
the Executive provides the Company with at least 90 days notice of such
termination (which notice and any requirement for service may be waived or
shortened by the Company), the Company shall within 30 days after such
termination pay all accrued salary, bonus compensation to the extent earned,
vested deferred compensation, if any, (other than pension plan or profit sharing
plan benefits which will be paid in accordance with the applicable plans), any
benefits under any plans of the Company in which Executive is a participant to
the full extent of Executive's rights under such plans, accrued vacation pay for
the year in which termination occurs, and any appropriate business expenses
incurred by Executive in connection with his duties hereunder, all to the date
of termination, but no other compensation or reimbursement of any kind,
including without limitation, severance compensation.  "Voluntary
Termination" shall mean termination by Executive of Executive's employment other
than (i) termination by reason of Executive's disability as described in
subsection 5.3, (ii) termination by reason of Executive's death as described in
subsection 5.4, and (iii) Termination Upon a Change in Control as described in
subsection 5.6. If Executive does not receive severance compensation pursuant to
Section 6.1, Executive shall not be subject to Section 9.1. All other
restrictions shall continue in force.




          5.6 Termination Upon a Change in Control. In the event of a "Termination Upon a Change in Control," as
hereinafter defined, Executive shall immediately be paid all accrued salary,
bonus compensation to the extent earned, vested deferred compensation, if any,
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plans), any benefits under any plans of the
Company in which Executive is a participant to the full extent of Executive's
rights under such plans, vacation pay for the year in which termination occurs,
and any appropriate business expenses incurred by Executive in connection with
his duties hereunder, all to the date of termination, and all severance
compensation provided in subsection 6.1. “Termination Upon a Change in Control”
shall mean a termination by the Company (other than a Termination for Cause) or
by Executive, in either case within one year following a “Change in Control” as
hereinafter defined. “Change in Control” shall mean the date on which any of the
following has occurred: 

     (a) any individual, entity or group
(a “Person”), other than one or more of the Company’s directors on the Effective
Date of this Agreement or any Person that any such director controls, becomes
the beneficial owner of 50% or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors of the Company (the “Company Outstanding Voting
Securities”); 

     (b) any Person becomes the
beneficial owner of 50% or more of the combined voting power of the then
outstanding voting securities of Enterprise Bank entitled to vote generally in
the election of directors of Enterprise Bank (“Bank Outstanding Voting
Securities”); 

     (c) consummation of a
reorganization, merger or consolidation (a “Business Combination”) of the
Company, unless, in each case, following such Business Combination (i) all or
substantially all of the Persons who were the beneficial owners, respectively,
of the Company Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than a majority of
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the company resulting from such
Business Combination, (ii) no Person (excluding any company resulting from such
Business Combination) beneficially owns, directly or indirectly, 50% or more of
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the company resulting from such
Business Combination except to the extent such ownership existed prior to the
Business Combination, and (iii) at least a majority of the members of the Board
of Directors of the company resulting from the Business Combination are
Continuing Directors (as hereinafter defined) at the time of the execution of
the definitive agreement, or the action of the Board, providing for such
Business Combination; 

     (d) consummation of the sale, other
than in the ordinary course of business, of more than 50% of the combined assets
of the Company and its subsidiaries in a transaction or series of related
transactions during the course of any twelve-month period; or 

     (e) the date on which Continuing
Directors (as hereinafter defined) cease for any reason to constitute at least a
majority of the Board of Directors of the Company. 

As used in this Section 5.6, the
definitions of the terms “beneficial owner” and “group” shall have the meanings
ascribed to those terms in Rule 13(d)(3) under the Securities Exchange Act of
1934. As used in this Section 5.6, the term “Continuing
Directors” shall mean, as of any date of determination, (i) any member of the
Board of Directors on the Effective Date of this Agreement, (ii) any person who
has been a member of the Board of Directors for the two years immediately
preceding such date of determination, or (iii) any person who was nominated for
election or elected to the Board of Directors with the affirmative vote of the
greater of (A) a majority of the Continuing Directors who were members of the
Board of Directors at the time of such nomination or election or (B) at least
four Continuing Directors but excluding, for purposes of this clause (iii), any
such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies by or on behalf
of a Person other than the Board of Directors of the Company. “Control” means
the direct or indirect ownership of voting securities constituting more than
fifty percent (50%) of the issued voting securities of a
corporation.  




Within 30 days after a Change in
Control, Executive by notice to the Company may elect a Voluntary Termination.
If the Executive makes such election, she shall be released from the
non-competition provisions of Section 9.1 of the Agreement, and he shall not be
entitled to any severance compensation pursuant to Section 6 of the Agreement.
If Executive fails to make such election within such time, the Agreement shall
continue in force.

          5.7 Resignation Upon Termination. Effective upon any termination under this Section 5 or otherwise,
Executive shall automatically and without taking any further actions be deemed
to have resigned from all positions then held by him with the Company and all of
its Subsidiaries and Affiliates. 

     6. Severance
Compensation 

          6.1 Termination Upon Change in Control. In the event Executive's employment is terminated in a
Termination Upon a Change in Control, Executive shall be paid the following as
severance compensation: 

     (a) For one (1) year following such
termination of employment, an amount (payable on the dates specified in
subsection 4.1 except as otherwise provided herein) equal to the Base Salary at
the rate payable at the time of such termination plus (i) any accrued and unpaid
benefits due Executive under paragraph 4.3 of this Agreement and (ii) an amount
equal to the Targeted Bonuses due (based on the Base Salary then in effect) for
the year in which such termination of employment occurs (determined as though
all requisite targets were fully and completely achieved). Notwithstanding any
provision in this paragraph (a) to the contrary, Executive may, in Executive's sole discretion, by delivery of a notice to the
Company within 30 days following a Termination Upon a Change in Control, elect
to receive from the Company a lump sum severance payment by bank cashier's check
equal to the present value of the flow of cash payments that would otherwise be
paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of
the notice of election by Executive and shall be based on a discount rate equal
to the prime rate, as reported in The Wall Street Journal, or similar
publication, on the date of delivery of the election notice. If Executive elects
to receive a lump sum severance payment, the Company shall make such payment to
Executive within 30 days following the date on which Executive notifies the
Company of Executive's election.

     (b) In the event that Executive is not otherwise entitled to
fully exercise all awards granted to him under any stock option or other
compensation plan maintained by the Company and any such plan does not otherwise
provide for acceleration of exercise ability upon the occurrence of the Change
in Control described herein, such awards shall become immediately exercisable
upon a Change in Control. 

     (c) All restricted stock granted to
Executive will vest and become transferable. 

          6.2 Termination Upon Any Other Event. In the event of a Voluntary Termination, Termination For
Cause, termination by reason of Executive's disability pursuant to subsection
5.3 or termination by reason of Executive's death
pursuant to subsection 5.4, Executive or his estate shall not be paid any
severance compensation.  




     7. Confidentiality. Executive agrees
to hold in strict confidence all non-public information concerning any matters
affecting or relating to the business of the Company, its Subsidiaries and
Affiliates, including without limiting the generality of the foregoing
non-public information concerning their manner of operation, business or other
plans, data bases, marketing programs, protocols, processes, computer programs,
client lists, marketing information and analyses, operating policies or manuals
or other data. Executive agrees that he will not, directly or indirectly, use
any such information for the benefit of others than the Company or disclose or
communicate any of such information in any manner whatsoever other than to the
directors, officers, employees, agents and representatives of the Company who
need to know such information, who shall be informed by Executive of the
confidential nature of such information and directed by Executive to treat such
information confidentially. Upon the Company's request, Executive shall return
all information furnished to him related to the business of the Company without
retaining any copies in electronic or other form. The above limitations on use
and disclosure shall not apply to information which Executive can demonstrate:
(a) was known to Executive before receipt thereof from the Company; (b) is
learned by Executive from a third party entitled to disclose it; or (c) becomes
known publicly other than through Executive; (c) is disclosed by Executive upon
authority of the Board or any committee of the Board; (d) is disclosed pursuant
to any legal requirement or (e) is disclosed pursuant to any agreement to which
the Company or any of its Subsidiaries or Affiliates is a party. The parties
hereto stipulate that all such information is material and confidential and
gravely affects the effective and successful conduct of the business of the
Company and the Company's goodwill, and that any breach of the terms of this
Section 7 shall be a material breach of this Agreement. The terms of this
Section 7 shall survive and remain in effect following any termination of this
Agreement. 

     8. Use of Proprietary Information.
Executive recognizes that the Company possesses a proprietary interest in all of
the information described in Section 7 and has the exclusive right and privilege
to use, protect by copyright, patent or trademark, manufacture or otherwise
exploit the processes, ideas and concepts described therein to the exclusion of
Executive, except as otherwise agreed between the Company and Executive in
writing. Executive expressly agrees that any products, inventions, discoveries
or improvements made by Executive, his agents or affiliates, during the term of
this Agreement, based on or arising out of the information described in Section
7 shall be the property of and inure to the exclusive benefit of the Company.
Executive further agrees that any and all products, inventions, discoveries or
improvements developed by Executive (whether or not able to be protected by
copyright, patent or trademark) in the scope of his employment, or involving the
use of the Company's time, materials or other resources, shall be promptly
disclosed to the Company and shall become the exclusive property of the Company.


     9. Non-Competition
Agreement. 

            9.1 Non-Competition. Executive agrees
that, during the Employment Term and for a period of one year following any
termination of such employment, Executive shall not, without the prior written
consent of the Company, directly or indirectly, own, manage, operate, control,
be connected with as an officer, employee, partner, consultant or otherwise, or
otherwise engage or participate in (except as an employee of the Company, or
Affiliate of it) any corporation or other business entity engaged in the
operation, ownership or management of a bank, trust company or financial
services business within the Metropolitan Statistical Areas of St. Louis, Kansas
City or any other city in which the Company or any of its Affiliates has an
office at the time of such termination. Notwithstanding the foregoing, the
ownership by Executive 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. 

           9.2 Non-Solicitation. During the
Employment Term and for a period of one year following any termination of such
employment, Executive shall not, except on behalf of or with the prior written
consent of the Company, directly or indirectly, entice or induce, or attempt to
entice or induce, any employee of the Company to leave
such employ, or employ any such person in any business similar to or in
competition with that of the Company. Executive hereby acknowledges and agrees
that the provisions set forth in this subsection 9.2 constitute a reasonable
restriction on his ability to compete with the Company. 




            9.3 Saving Provision. The parties
hereto agree that, in the event a court of competent jurisdiction shall
determine that the geographical or durational elements of this covenant are
unenforceable, such determination shall not render the entire covenant
unenforceable. Rather, the excessive aspects of the covenant shall be reduced to
the threshold which is enforceable, and the remaining aspects shall not be
affected thereby. 

           9.4 Equitable Relief. Executive
acknowledges that the extent of damages to the Company from a breach of Sections
7, 8 and 9 of this Agreement would not be readily quantifiable or ascertainable,
that monetary damages would be inadequate to make the Company whole in case of
such a breach, and that there is not and would not be an adequate remedy at law
for such a breach. Therefore, Executive specifically agrees that the Company is
entitled to injunctive or other equitable relief (without any requirement to
post any bond or other security) from a breach of Sections 7, 8 and 9 of this
Agreement, and hereby waives and covenants not to assert against a prayer for
such relief that there exists an adequate remedy at law, in monetary damages or
otherwise. 

           9.5 Change of Control. If after any
Change of Control Executive’s employment is terminated under circumstances such
that Executive does not receive severance compensation pursuant to Section 6.1,
Executive shall not be subject to the restrictions of this Section 9.1 unless
the Company continues to pay either as a lump sum or without interruption
Executive’s Base Salary at the rate in effect immediately prior to such
termination and then only so long as such payments are continued without
interruption for a period of up to one year after termination. 

     10. Assignment. This Agreement shall
not be assignable by Executive and shall not be assignable by the Company except
by operation of law or to a successor entity acquiring all or substantially all
the Company’s business or assets. No such assignment shall affect any
determination of whether such assignment involves a Change of Control for
purposes of this Agreement. In the event of any assignment permitted hereby, the
duties and responsibilities of Executive performed for the assignee shall not,
without the written consent of Executive, be materially increased, altered or
diminished in a manner inconsistent with Executive’s duties and responsibilities
hereunder for the Company. 

     11.
Entire Agreement. This Agreement and any agreements entered into after the
date hereof under any of the Company’s benefit plans or compensation programs as
described in Section 4 contain the complete agreement concerning the employment
arrangement between the parties, including without limitation severance or
termination pay, and shall, as of the Effective Date, supersede all other
agreements or arrangements between the parties with regard to the subject matter
hereof. 

     12. Binding Agreement. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns. The obligations
of the Company under this Agreement shall not be terminated by reason of any
liquidation, dissolution, bankruptcy, cessation of business or similar event
relating to the Company. This Agreement shall not be terminated by reason of any
merger, consolidation or reorganization of the Company, but shall be binding
upon and inure to the benefit of the surviving or resulting entity. 

     13. Modification. No waiver or
modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless authorized by the Board and reduced to in
writing and duly executed by the party to be charged therewith and no evidence
of any waiver or modification shall be offered or received in evidence of any
proceeding, arbitration, or litigation between the parties hereto arising out of
or affecting this Agreement, or the rights or obligations of the parties
thereunder, unless such waiver or modification is in writing, duly executed as
aforesaid. 




     14. Severability. All agreements and
covenants contained herein are severable, and in the event any of them shall be
held to be invalid or unenforceable by any court of competent jurisdiction, this
Agreement shall be interpreted as if such invalid agreements or covenants were
not contained herein. 

     15. Manner of Giving Notice. All
notices, requests and demands to or upon the respective parties hereto shall be
sent by hand, certified mail, overnight air courier service, in each case with
all applicable charges paid or otherwise provided for, addressed as follows, or
to such other address as may hereafter be designated in writing by the
respective parties hereto: 

	To
      Company:   	To
      Executive: at his current   
	Enterprise Financial Services Corp   	residential
      address on file with   
	150
      North Meramec    	the
      Company.   
	Clayton, Missouri 63105   	 
  
	Attention:   	President   	 
  
	  	and Corporate
      Secretary   	 
  



     Such
notices, requests and demands shall be deemed to have been given or made on the
date of delivery if delivered by hand or by telecopy and on the next following
date if sent by mail or by air courier service.

     16. Remedies. In the event of a breach of this Agreement, the non-breaching
party shall be entitled to such legal and equitable relief as may be provided by
law, and shall further be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred in enforcing the non-breaching party's
rights hereunder. 

     17. Headings. The headings have been inserted for convenience only and shall
not be deemed to limit or otherwise affect any of the provisions of this
Agreement. 

     18. Choice of Law. It is the intention
of the parties hereto that this Agreement and the performance hereunder be
construed in accordance with, under and pursuant to the laws of the State of
Missouri without regard to the jurisdiction in which any action or special
proceeding may be instituted. 

     19. Taxes. The company may withhold
from any payments made under this Agreement all applicable taxes, including but
not limited to income, employment and social insurance taxes, as shall be
required by law. 

     20. Voluntary Agreement; No Conflicts.
Executive hereby represents and warrants to the Company that he is legally free
to accept and perform his employment with the Company, that he has no obligation
to any other person or entity that would affect or conflict with any of
Executive’s obligations pursuant to such employment, and that the complete
performance of the obligations pursuant to Executive’s employment will not
violate any order or decree of any governmental or judicial body or contract by
which Executive is bound. The Company will not request or require, and Executive
agrees not to use, in the course of Executive’s employment with the Company, any
information obtained in Executive’s employment with any previous employer to the
extent that such use would violate any contract by which Executive is bound or
any decision, law, regulation, order or decree of any governmental or judicial
body. 

     21. Certain Definitions. As used herein, the following definitions shall apply:


     “Affiliate” with respect to any person, means any other Person that,
directly or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with the first Person, including but
not limited to a Subsidiary of the first Person, a Person of which the first
Person is a Subsidiary, or another Subsidiary of a Person of which the first
Person is also a Subsidiary. 

     “Control”
With respect to any Person, means the possession, directly or indirectly,
severally or jointly, of the power to direct or cause the direction of the
management policies of such Person, whether through the
ownership of voting securities, by contract or credit arrangement, as trustee or
executor, or otherwise.  




     “Person”
Any natural person, firm, partnership, limited liability company, association,
corporation, company, trust, business trust, governmental authority or other
entity. 

     “Subsidiary” With respect to any Person, each corporation or other Person
in which the first Person owns or Controls, directly or indirectly, capital
stock or other ownership interests representing 50% or more of the combined
voting power of the outstanding voting stock or other ownership interests of
such corporation or other Person. 

     IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first stated above. 


	ENTERPRISE FINANCIAL SERVICES CORP    
		 
	By:   	/s/Peter F. Beniost   
		 
	Title:   	Chairman & EVP   
	 
	EXECUTIVE:   
	 
	/s/Linda M. Hanson 
	 
	Linda
      M. Hanson