EXHIBIT 10.9 

AMENDMENT AND RESTATEMENT OF
THE
ENTERPRISE FINANCIAL SERVICES CORP. 
DEFERRED COMPENSATION PLAN I 
_______________


Article I 
Establishment of Plan


     1.1. Purpose. The Board of Directors of
Enterprise Financial Services Corp., a Delaware corporation, established the
Plan originally effective December 20, 1999 to provide deferred compensation
benefits to selected executives of the Corporation.

     1.2. Amendment and Restatement. The Plan is
amended and restated as set forth herein to comply with Code Section 409A and to
make other changes. 

     1.3. Effective Date and Term. The
Corporation adopts this amended and restated Plan effective as of January 1,
2005. Deferral Accounts to which Annual Deferrals under Section 4.1 and
Corporation credits under Section 4.4 were credited with respect to Deferral
Periods ending prior to January 1, 2005, including all earnings (including
earnings credited after December 31, 2004) credited to such Deferral Accounts,
shall to the extent such amounts were vested as of December 31, 2004 remain
subject to the terms of the Plan document in effect on December 31, 2004 and
this Amendment and Restatement of the Plan document shall not apply to such
Deferral Accounts. 

     1.4. Applicability of ERISA. This Plan is
intended to be an unfunded, top-hat plan maintained primarily for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees within the meaning of ERISA.

Article II 
Definitions


     As used
within this document, the following words and phrases have the meanings
described in this Article II unless a different meaning is required by the
context. Some of the words and phrases used in the Plan are not defined in this
Article II, but for convenience, are defined as they are introduced into the
text. Words in the masculine gender shall be deemed to include the feminine
gender. Any headings used are included for ease of reference only, and are not
to be construed so as to alter any of the terms of the Plan. 

     2.1. Affiliated Company. Any corporation
which is a member of the same controlled group of corporations determined by
Code Section 1563(a) [without regard to Code Section 1563(a)(4) and (e)(3)(C)]
of which the Company is a member.

     2.2. Annual Deferral. The amount of Basic
Salary and/or Bonuses which the Participant elects to defer in each Deferral
Period pursuant to Article 4.1 of the Plan.

     2.3. Basic Salary. A Participant’s base, annual salary for the applicable Plan
Year.

     2.4. Beneficiary. Individual(s) or
entit(ies) designated by a Participant in accordance with Section
14.6.

     2.5. Board. The Board of Directors of the Corporation.




     2.6. Bonus. Earnings and incentive
compensation awarded to a Participant at the option of the Corporation which may
or may not occur during each Plan Year.

     2.7. Code. The Internal Revenue Code of
1986, as amended. References to a section of the Code shall include that section
and any comparable section or sections of any future legislation that amends,
supplements or supersedes such section.

     2.8. Committee. The Compensation Committee of the Board.

     2.9. Corporation. Enterprise Financial
Services Corp. or, where the context so admits or requires, an Affiliated
Company.

     2.10. Deferral Account or Accounts. The
account or accounts established for a Participant pursuant to Section 5.1 of the
Plan. 

     2.11. Deferral Election. The election made
by the Participant pursuant to Section 4.1 of the Plan. 

     2.12. Deferral Period. The Plan Year. 

     2.13. Disability. The disability of a
Participant within the meaning of Code Section 409A(a)(2)(C). 

     2.14. Effective Date. January 1, 2005. 

     2.15. Eligible Employee. An employee of the
Corporation or an Affiliated Company who is designated by the Board as an
Eligible Employee. 

     2.16. ERISA. The Employee Retirement Income Security Act of 1974, as amended.


     2.17. Participant. Any individual who
becomes eligible to participate in the Plan pursuant to Article III of the Plan.


     2.18. Participant Agreement and Deferral Election Form. The written agreement to defer Basic Salary and/or Bonuses
made by the Participant. Such written agreement shall be in a form designated by
the Corporation. In order to revoke a Participant Agreement and Deferral
Election Form, the Participant must notify the Committee and the Plan
Administrator of such revocation in writing and such revocation shall not be
effective until January 1 of the Plan Year following the Plan Year in which such
notification is provided to the Committee. 

     2.19. Plan. The Enterprise Financial
Services Corp. Deferred Compensation Plan I, as amended and restated.


     2.20. Plan Administrator. The Corporation
unless the Corporation designates another individual, committee or entity to
hold the position of the Plan Administrator. 

     2.21. Plan Year. The 12-month period
beginning each January 1 and ending on the following December 31.

     2.22. Rabbi Trust. A grantor trust that
conforms to the terms of the model trust set forth in Internal Revenue Service
Revenue Procedure 92-64 (or any Revenue Procedure or other Internal Revenue
Service publication that supersedes Revenue Procedure 92-64), the assets of
which shall be subject to the claims of the Corporation’s creditors in the event
of the Corporation’s insolvency, and the creation of which does not trigger
inclusion of any amounts deferred under this plan in the income of
Participants.




     2.23. Retirement Date. The first day of the
first month coincident with or next following the date on which a Participant
reaches age 65 and has a Separation from Service. If a Participant continues
employment with Corporation beyond age 65, the Retirement Date is the first day
of the first month coincident with or next following the date on which
Participant has a Separation from Service. 

     2.24. Separation from Service. Termination
of employment with the Company and all Affiliated Companies determined in
accordance with the provisions of Treasury Regulation 1.409A-1(h). 

     2.25. Valuation Date. Each business day of the Plan Year. 

     2.26. Year of Service. Each consecutive
twelve (12) month period during which a Participant is continually employed by
the Corporation. 

Article III 
Eligibility and
Participation 

     3.1. Participation – Eligibility and Initial Period. Participation in the Plan is open only to Eligible Employees. Any
employee first becoming an Eligible Employee (e.g., a new hire or promoted employee)
shall become a Participant as of January 1 of the Deferral Period following the
Deferral Period in which the Eligible Employee submits a properly completed and
executed Participation Agreement and Deferral Election Form with the Plan
Administrator, provided that the employee is still an Eligible Employee as of
such date. 

     3.2. Participation – Subsequent Entry into Plan. An Eligible Employee who fails or elects not to participate at the time
of initial eligibility as set forth in Section 3.1 remains eligible to become a
Participant in subsequent Plan Years as long as he continues his status as an
Eligible Employee. In such event, the Eligible Employee may become a Participant
effective as of January 1 of the Deferral Period following the Deferral Period
in which the Eligible Employee submits a properly completed and executed
Participation Agreement and Deferral Election Form. 

Article IV 
Contributions


     4.1. Deferral Election. Prior to the first
day of a Deferral Period for which a Deferral Election is applicable, an
Eligible Employee shall file with the Committee a Participation Agreement and
Deferral Election Form indicating the amount of Annual Deferrals for such
Deferral Period. After the Deferral Period commences, such Deferral Election is
irrevocable and shall continue for the entire Deferral Period, except that it
shall terminate upon the Participant’s Separation from Service. 

     4.2. Maximum Deferral Election. A
Participant may elect to defer up to twenty-five percent (25%) of Basic Salary
and/or up to one hundred (100%) of Bonuses earned during a Deferral Period. A
Deferral Election is automatically reduced if the Committee determines that such
action is necessary to meet Federal or State legal requirements. 

     4.3. Minimum Deferral Election. A
Participant must elect to defer at least $2,400 during the Deferral Period from
Basic Salary, Bonuses, or a combination of Basic Salary and Bonuses. If such
amount is not elected, no Annual Deferral may be made with respect to such
Deferral Period. 

     4.4. Corporation Credits. The Corporation
may, in its sole discretion, declare an amount to be credited to a Participant’s
Deferral Account. 




Article V 
Accounts

     5.1. Deferral Accounts. Solely for
recordkeeping purposes, the Plan Administrator shall establish a Deferral
Account for each Participant for each Plan Year for which the Participant has
made a Deferral Election. A Participant’s Deferral Account for a Deferral Period
is (i) credited with the Annual Deferrals selected by him under Section 4.1,
(ii) credited with amounts credited on his behalf by the Corporation under
Section 4.4, (iii) credited (or charged, as the case may be) with the
hypothetical or deemed investment earnings and losses determined pursuant to
Section 5.3, and (iv) charged with distributions made to or with respect to the
Participant and or his Beneficiary or Beneficiaries. 

     5.2. Crediting of Deferral Accounts. Annual
Deferrals attributable to a Participant’s Basic Salary under Section 4.1 are
credited to a Participant’s Deferral Account as of the date on which such
contributions are withheld from his Basic Salary. Annual Deferrals attributable
to Bonuses under Section 4.1 are credited to a Participant’s Deferral Account as
of the date on which the contribution would have otherwise been paid to the
Participant. Amounts under Section 4.4 are credited to the Participant’s
Deferral Account as of the date declared by the Corporation. Any distribution
with respect to a Deferral Account is charged to that Account as of the date
such payment is made by the Corporation or the trustee of any Rabbi Trust
established for the Plan. 

     5.3. Earning Credits or Losses. Amounts
credited to a Deferral Account are credited with deemed net income, gain and
loss, including the deemed net unrealized gain and loss based on hypothetical
investment directions made by the Participant with respect to his Deferral
Account on a form designated by the Corporation, in accordance with investment
options and procedures adopted by the Corporation in its sole discretion, from
time to time. Such earnings continue to accrue during any period in which
installments are paid pursuant to Article VII. 

     5.4.
Hypothetical Nature of Accounts. The Plan constitutes a mere promise by
the Corporation to make the benefit payments in the future. Any Deferral Account
established for a Participant under this Article V is hypothetical in nature and
is only maintained for the Corporation’s recordkeeping purposes so that any
contributions and deemed investment earnings and losses on such amounts can be
credited (or charged, as the case may be). Neither the Plan nor any of the
Deferred Accounts (or subaccounts) or shall hold any actual funds or assets
except as otherwise provided under a Rabbi Trust. The right of any individual or
entity to receive one or more payments under the Plan is an unsecured claim
against the general assets of the Corporation. Any liability of the Corporation
to any Participant, former Participant, or Beneficiary with respect to a right
to payment is based solely upon contractual obligations created by the Plan. The
Corporation, the Board, the Committee and any individual or entity is or are not
to be deemed to be a trustee or trustees of any amounts to be paid under the
Plan. Nothing contained in the Plan, and no action taken pursuant to its
provisions, creates or is to be construed to create a trust of any kind, or a
fiduciary relationship, between the Corporation and a Participant, former
Participant, Beneficiary, or any other individual or entity. The Corporation
may, in its sole discretion, establish a Rabbi Trust as a vehicle in which to
place funds with respect to this Plan. The Corporation does not in any way
guarantee any Participant’s Deferral Account against loss or depreciation,
whether caused by poor investment performance, insolvency of a deemed investment
or by any other event or occurrence. In no event shall an employee, officer,
director, or stockholder of the Corporation be liable to any individual or
entity on account of any claim arising by reason of the Plan provisions or any
instrument or instruments implementing its provisions, or for the failure of any
Participant, Beneficiary or other individual or entity to be entitled to any
particular tax consequences with respect to the Plan or any credit or payment
thereunder. 

     5.5.
Statement of Deferral Accounts. The Plan Administrator shall provide to
each Participant quarterly statements setting forth the value of the Deferral
Accounts maintained for such Participant.




Article VI 
Vesting


     6.1. Vesting. The Corporation’s credits to
a Participant’s Deferral Accounts under Section 4.4 and any deemed investment
earnings attributable to such credits become one hundred percent (100%) vested
and non-forfeitable when the Participant has five Years of Service with the
Corporation. Prior to the time a Participant has five Years of Service with the
Corporation, the Corporation’s credits to his Deferral Accounts under Section
4.4 and any deemed earnings attributable to such contributions are zero percent
(0%) vested. Notwithstanding anything in this Section 6.1 to the contrary, a
Participant becomes one hundred percent (100%) vested in the Corporation’s
credits to his Deferral Accounts under Section 4.4, including any deemed
investment earnings attributable to such amounts, upon his death or Disability
while he is actively employed by the Corporation. All other amounts credited to
a Participant’s Deferral Accounts are one hundred percent (100%) vested at all
times. 

Article VII

Benefits

     7.1. Retirement Date. Unless benefits have
commenced pursuant to another section in this Article VII, the amount of a
Participant’s benefits under this Plan are based on the vested amount credited
to his Deferral Accounts as of the Valuation Date coinciding with his Retirement
Date or, if no Valuation Date coincides with his Retirement Date, as of the
Valuation Date which first occurs after his Retirement Date. Payment of amounts
under this Section shall commence within thirty (30) days of the Participant’s
Retirement Date in accordance with the payment methods elected by the
Participant on his Participation Agreement and Deferral Election Forms.


     7.2. Disability. If a Participant suffers a
Disability while employed with the Corporation and before he is otherwise
entitled to benefits under this Article, he receives the vested amount credited
to his Deferral Accounts as of the Valuation Date coinciding with the date on
which the Participant incurs the Disability or, if no Valuation Date coincides
with the date on which he incurs the Disability, as of the Valuation Date which
first occurs after the date upon which he incurs a Disability. Payment of any
amount under this Section commences within thirty (30) days of when the
Participant incurs the Disability in accordance with the payment method elected
by the Participant on his Participation Agreement and Deferral Election Form.


     7.3. Pre-Retirement Survivor Benefit. If a
Participant dies before becoming entitled to benefits under this Article, the
Beneficiary or Beneficiaries designated under Section 14.6, is or are paid, in a
single, lump sum, a pre-retirement survivor benefit equal to the vested amount
credited to the Participant’s Deferral Accounts as of the Valuation Date
coinciding with the date of the Participant’s death or, if no Valuation Date
coincides with his date of death, as of the Valuation Date which first occurs
after his date of death. Payment of any amount under this Section shall be made
within thirty (30) days of the Participant’s death, or if later, within thirty
(30) days of when the Committee receives notification of or otherwise confirms
the Participant’s death. 




     7.4. Post-Retirement Survivor Benefit. If a
Participant dies after benefits have commenced, but prior to receiving complete
payment of benefits under this Article, the Beneficiary or Beneficiaries
designated under Section 14.6, shall receive, in a single, lump sum, the vested
amount credited to the Participant’s Deferral Accounts as of the Valuation Date
coinciding with the date of the Participant’s death or, if no Valuation Date
coincides with his date of death, as of the Valuation Date which first occurs
after his date of death. Payment of any amount under this Section shall be made
within thirty (30) days of the Participant’s death, or if later, within thirty
(30) days of when the Committee receives notification of or otherwise confirms
the Participant’s death. 

     7.5. Termination. If a Participant has a
Separation from Service before he becomes entitled to receive benefits by reason
of any of the above Sections, he shall receive, in a single, lump sum, the
vested amount credited to his Deferral Accounts as of the Valuation Date
coinciding with the date of the Participant’s Separation from Service or, if no
Valuation Date coincides with his Separation from Service, as of the Valuation
Date which first occurs after such Separation from Service. Payment of any
amount under this Section shall be made within thirty (30) days of the
Participant’s Separation from Service. 

     7.6. Change in Control. If a Change in
Control occurs before a Participant becomes entitled to receive benefits by
reason of any of the above Sections or before the Participant has received
complete payment of his benefits under this Article, he shall receive a single,
lump sum payment of the total amount credited to his Deferral Accounts as of the
Valuation Date immediately preceding the date on which the Change in Control
occurs. Payment of any amount under this Section shall commence within thirty
(30) days of the occurrence of the Change in Control. 

     For purposes
of this Plan, a “Change in Control” shall be deemed to have occurred on the date
on which any of the following four events has occurred: 

          (a) A
change in ownership of the Corporation, which shall be deemed to occur when:


     (i) any Person (other than the Corporation or any of its
Affiliates, a trustee or other fiduciary holding securities of the Corporation
under an employee benefit plan of the Corporation or any one or more of the
Corporation’s directors as of the date this Plan is approved) becomes the
beneficial owner of securities of the Corporation representing more than 50% of
the combined voting power of the Corporation’s then outstanding securities; or


     (ii) any Person (other than the Corporation or any of its
Affiliates, or a trustee or other fiduciary holding securities of the
Corporation under an employee benefit plan of the Corporation) becomes the
beneficial owner of securities of Enterprise Bank and Trust Company (“ETC”)
representing more than 50% of the combined voting power of ETC’s then
outstanding securities, provided that such event shall constitute a Change in
Control only with respect to Participants who are employed by ETC or a
Subsidiary thereof and only with respect to such Participants’ Deferral Accounts
that relate to employment with ETC or a Subsidiary thereof. 

          (b) A change in ownership of a substantial portion of assets,
which shall be deemed to occur upon: 

     (i) consummation of a transaction in which any Person (other
than a Person described in Treasury Regulation 1.409A-3(i)(5)(vii)(B)) acquires
assets from the Corporation and its Subsidiaries that have a total gross fair
market value of more than 50% of the total gross fair market value of all of the
assets of the Corporation and its Subsidiaries immediately before such
acquisition or acquisitions; or

     (ii) consummation of a transaction in which any Person (other
than a Person described in Treasury Regulation 1.409A-3(i)(5)(vii)(B)) acquires
assets from ETC and ETC’s Subsidiaries that have a total gross fair market value
of more than 50% of the total gross fair market value of all of the assets of
ETC and ETC’s Subsidiaries immediately before such acquisition or acquisitions,
provided that such event shall constitute a Change in Control only with respect
to Participants who are employed by ETC or a Subsidiary thereof and only with
respect to such Participants’ Deferral Accounts that relate to employment with
ETC or a Subsidiary thereof.




          (c) The replacement of a majority of members of the
Corporation’s Board during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Corporation’s Board
before the date of their appointment or election, provided that for purposes of
this provision, the term “Corporation” shall refer solely to Enterprise
Financial Services Corp. 

          (d) the consummation of a reorganization, merger or
consolidation (a “Business Combination”) of the Corporation in which one of the
events described in (a), (b) or (c) above also occurs; provided that, an event
described in (a), (b) or (c) above shall not be deemed to have occurred if,
following such Business Combination (i) all or substantially all of the Persons
who were the beneficial owners, respectively, of Corporation’s outstanding
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 Corporation resulting from such Business Combination, (ii) no
Person (excluding any Corporation 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 Corporation 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 the
company resulting from the Business Combination are endorsed by a majority of
the members of the Corporation’s Board at the time of the execution of the
definitive agreement, or the action of the Board providing for such Business
Combination. 

     Notwithstanding anything in this Plan to the contrary, in applying the
foregoing definition of Change in Control to any particular transaction or
situation, the rules set forth in Treasury Regulation 1.409A-3(i)(5), including
without limitation rules for identification of relevant corporations and
attribution of stock ownership, shall govern and shall, to the extent necessary
to cause such definition to comply with Code Section 409A, supersede any
inconsistent provision herein. For purposes of the foregoing definition of
Change in Control only, the following terms shall be defined as follows:


     “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.


     “Beneficial
owner” shall have the meaning ascribed to such term in Rule 13(d)(3) under the
Securities Exchange Act of 1934, but only to the extent that such meaning is
consistent with the concept of ownership under Treasury Regulation
1.409A-3(i)(5). 

     “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”
means any natural person, firm, partnership, limited liability company,
association, corporation, company, trust, business trust, governmental authority
or other entity, or “more than one person acting as a group” as such phrase is
defined in Treasury Regulation 1.409A-3(i)(5)(v)(B) or 1.409A-3(i)(5)(vii)(C),
as applicable (a “409A Group”), provided that such term shall include a 409A
Group only to the extent that such 409A Group is also a “group” within the
meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable
successor provisions.

     “Subsidiary”
With respect to any Person, each corporation or other Person in which the first
Person owns, 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.


     7.7. Payment Methods. Unless otherwise
provided in this Article VII, a Participant may elect to receive payment of the
vested amount credited to a Deferral Account in a single lump sum or in five
(5), or ten (10) annual installments. This election must be made on the
Participant Agreement and Deferral Election Form in advance of the corresponding
Deferral Period. A different form of distribution may be elected with respect to
each Deferral Account. Any installment payments shall be paid annually on the
first practicable day after the distributions are scheduled to commence. Each
installment payment shall be determined by multiplying the Deferral Account
balance, as of the last Valuation Date immediately preceding the date upon which
an installment is to be paid, by a fraction, the numerator of which is one and
the denominator of which is the number of remaining installment payments. A
Participant, the payment of whose Account has not
commenced as of December 31, 2008, shall make the election described in the
immediately preceding sentence before January 1, 2009, with respect to Deferral
Accounts relating to Plan Years commencing before January 1, 2009. Payment will
commence, except as described in Section 7.8, within thirty (30) days of the
occurrence of the event giving rise to the distribution. 

     7.8. Six-Month Delay in Payments to Specified Employees. Notwithstanding anything in this Plan to the contrary,
payment of benefits under Sections 7.1 or 7.5 to a Participant, who is a
specified employee within the meaning of Code § 409A(a)(2)(B)(i) on his
Retirement Date or date of termination of employment with the Corporation, shall
commence as of the first day of the seventh month immediately following the
month in which such termination of employment occurs. In this event, such
Participant’s benefits under the Plan are based upon the vested amount credited
to his Accounts as of the Valuation Date coinciding with the first day of such
seventh month, or if no Valuation Date coincides with such date, as of the
Valuation Date which first occurs after the first day of such seventh month.





Article VIII 
In-Service
Distributions 

     8.1. Election of In-Service Distributions.
A Participant may irrevocably elect for each Deferral Period, on the
Participation Agreement and Deferral Election Form for such Deferral Period, to
receive an amount in the future as an in-service distribution from his Deferral
Account relating to such Deferral Period. Such Deferral Election shall state the
percentage of the value of the Deferral Account to be paid and the date on which
such in-service distribution is to be paid provided that such date is not
earlier than five (5) years from January 1st of the Plan Year
following the year of said election. For example: the earliest distribution date
for the Deferral Account relating to the Plan Year ending December 31, 2009
would be January 1, 2014. This is calculated using January 1, 2009 as the
“January 1st of the Plan Year following” plus five (5).

     8.2. Payment of In-Service Distributions.
All in-service distributions shall be paid in a single, lump sum within thirty
(30) days of the date stated on the Participation Agreement and Deferral
Election Form and shall be based on the value of the Deferral Accounts as of the
Valuation Date that coincides with the of the in-service distribution date or,
if such date is not a Valuation Date, as of the Valuation Date which first
occurs after such in service disbursement date. 

     8.3. Termination Prior to In-Service Distribution Date. Notwithstanding a Participant’s election of an in-service
distribution, in the event a Participant’s employment terminates for any reason
pursuant to Article VII of the Plan and prior to such Participant receiving any
in-service distribution, the Participant shall receive his Deferral Accounts
according to the payment method designated in Article VII and no further
benefits shall be paid pursuant to the Plan. 

Article IX 
Hardship Withdrawals


     9.1. Hardship Withdrawals. If a Participant
incurs an unforeseeable emergency within the meaning of Code § 409A(a)(2)(B)(i),
the Participant may make a written request to the Committee for a hardship
withdrawal from his Deferral Accounts. Withdrawals of amounts because of
unforeseeable emergencies are only permitted to the extent reasonably necessary
to satisfy the emergency need but cannot exceed the vested amount of a
Participant’s Deferral Accounts at the time of withdrawal. This section shall be
interpreted in a manner consistent with Code Section 409A(a)(2)(B)(ii)(II). In
the event of a hardship withdrawal under this Section, the Participant’s Annual
Deferrals for the remainder of the Plan Year shall be suspended. Annual
Deferrals may commence with the next following Plan Year provided the
Participant completes the appropriate Participation Agreement and Deferral
Election form prior to January 1 of the corresponding Plan Year. 




Article X
Establishment of Trust


     10.1. Establishment of Trust. The
Corporation may establish a Rabbi Trust for the Plan. If established, the Rabbi
Trust shall be irrevocable and all benefits payable under this Plan to a
Participant shall be paid directly from the Rabbi Trust. To the extent that such
benefits are not paid from the Rabbi Trust, the benefits shall be paid from the
general assets of the Corporation. Except as to any amounts paid or payable to a
Rabbi Trust, the Corporation shall not be obligated to set aside, earmark or
escrow any funds or other assets to satisfy its obligations under this Plan, and
the Participant and/or his designated Beneficiaries shall not have any property
interest in any specific assets of the Corporation other than the unsecured
right to receive payments from the Corporation, as provided in this Plan.


Article XI
Plan
Administration

     11.1. Plan Administration. The Plan shall be
administered by the Committee, and such Committee may designate an agent to
perform the recordkeeping duties. The Committee shall construe and interpret the
Plan, including disputed and doubtful terms and provisions and, in its sole
discretion, decide all questions of eligibility and determined the amount,
manner and time of payment of benefits under the Plan. The determinations and
interpretations of the Committee shall be consistently and uniformly applied to
all Participants and Beneficiaries, including, but not limited to,
interpretations and determinations of amounts due under this Plan, and shall be
final and binding on all parties. The Plan at all times shall be interpreted and
administered as an unfunded, deferred compensation plan, and no provision of the
Plan shall be interpreted so as to give any Participant or Beneficiary any right
in any asset of the Corporation which is a right greater than the right of a
general unsecured creditor of the Corporation. 

Article XII
Non-alienation of
Benefits

     12.1. Non-alienation of Benefits. The
interests of Participants and their Beneficiaries under this Plan are not
subject to the claims of their creditors and may not be voluntarily or
involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or
encumbered, attached or garnished. Any attempt by a Participant, his
Beneficiary, or any other individual or entity to sell, transfer, alienate,
assign, pledge, anticipate, encumber, attach, garnish, charge or otherwise
dispose of any right to benefits payable shall be void. The Corporation may
cancel and refuse to pay any portion of a benefit which is sold, transferred,
alienated, assigned, pledged, anticipated, encumbered, attached or garnished.
Notwithstanding anything in this Section 12.1 to the contrary, a payment or
payments may be made to satisfy a domestic relations order within the meaning of
Code Section 414(p)(1)(B). The withholding of taxes from Plan payments, the
recovery of Plan overpayments of benefits made to a Participant or Beneficiary,
the transfer of Plan benefit rights from the Plan to another plan, or the direct
deposit of Plan payments to an account in a financial institution (if not
actually a part of an arrangement constituting an assignment or alienation)
shall not be construed as assignment or alienation under this Article XII.


Article XIII
Amendment and
Termination 

     13.1.
Amendment and Termination. The Corporation reserves the right to amend,
alter or discontinue this Plan at any time. Such action may be taken in writing
by any officer of the Corporation who has been duly authorized by the
Corporation to perform acts of such kind. However, no such amendment shall
deprive any Participant or Beneficiary of any portion of any benefit which would
have been payable had the Participant’s employment with the Corporation
terminated on the effective date of such amendment or termination.
Notwithstanding the provisions of this Article XIII to the contrary, the
Corporation may amend the Plan at any time, in any manner, if the Corporation
determines any such amendment is required to otherwise conform the Plan to the
provisions of any applicable law including, but not limited to, ERISA and the
Code. 




Article XIV
General
Provisions

     14.1. Good Faith Payment. Any payment made
in good faith in accordance with provisions of the Plan shall be a complete
discharge of any liability for the making of such payment under the provisions
of this Plan. 

     14.2. No Right to Employment. This Plan does
not constitute a contract of employment, and participation in the Plan shall not
give any Participant the right to be retained in the employment of the
Corporation. 

     14.3. Binding Effect. The provisions of this
Plan shall be binding upon the Corporation and its successors and assigns and
upon every Participant and his/her heirs, Beneficiaries, estates and legal
representatives. 

     14.4. Participant Change of Address. Each
Participant and Beneficiary entitled to benefits shall file with the Plan
Administrator, in writing, any change of post office address. Any check
representing payment and any communication addressed to a Participant or
Beneficiary or a former Participant or Beneficiary at this last address filed
with the Plan Administrator, or if no such address has been filed, then at his
last address as indicated on the Corporation’s records, shall be binding on such
Participant and Beneficiary for all purposes of the Plan, and neither the Plan
Administrator, the Corporation nor any other payer shall be obliged to search
for or ascertain the location of any such Participant or Beneficiary. If the
Plan Administrator is in doubt as to the address of any Participant or
Beneficiary entitled to benefits or as to whether benefit payments are being
received by a Participant or Beneficiary, it shall, by registered mail addressed
to such Participant or Beneficiary at his last known address, notify such
Participant or Beneficiary that: 

(i) All unmailed and future
Plan payments shall be withheld until Participant or Beneficiary provides the
Plan Administrator with evidence of such Participant’s or Beneficiary’s
continued life and proper mailing address; and

(ii) Participant’s or Beneficiary’s right to any Plan payment shall, at the
option of the Committee, be canceled forever, if, at the expiration of five (5)
years from the date of such mailing, such Participant or his Beneficiary shall
not have provided the Committee with evidence of his continued life and proper
mailing address. 

     14.5.
Notices. Each Participant and Beneficiary shall furnish to the Plan
Administrator any information the Plan Administrator deems necessary for
purposes of administering the Plan, and the payment provisions of the Plan are
conditional upon the Participant or Beneficiary furnishing promptly such true
and complete information as the Plan Administrator may request. Each Participant
and Beneficiary shall submit proof of his age when required by the Plan
Administrator. The Plan Administrator shall, if such proof of age is not
submitted as required, use such information as is deemed by it to be reliable,
regardless of the lack of proof, or the misstatement of the age of individuals
entitled to benefits. Any notice or information which, according to the terms of
the Plan or requirements of the Plan Administrator, must be filed with the Plan
Administrator, shall be deemed so filed if addressed and either delivered in
person or mailed to and received by the Plan Administrator, in care of the
Corporation currently located at: 

          Enterprise Financial Services
Corp.
          Attn: Chief Financial
Officer
          150 North
Meramec
          Clayton, MO 63105 




     14.6. Designation of Beneficiary. Each
Participant shall designate, by name, on Beneficiary designation forms provided
by the Plan Administrator, the Beneficiary(ies) who shall receive any benefits
which might be payable after such Participant’s death. A Beneficiary designation
may be changed or revoked without such Beneficiary’s consent at any time or from
time to time in the manner as provided by the Plan Administrator, and the Plan
Administrator shall have no duty to notify any individual or entity designated
as a Beneficiary of any change in such designation which might affect such
individual or entity’s present or future rights. If the designated Beneficiary
does not survive the Participant, all amounts which would have been paid to such
deceased Beneficiary shall be paid to any remaining Beneficiary in that class of
beneficiaries, unless the Participant has designated that such amounts go to the
lineal descendants of the deceased Beneficiary. If none of the designated
primary Beneficiaries survive the Participant, and the Participant did not
designate that payments would be payable to such Beneficiary’s lineal
descendants, amounts otherwise payable to such Beneficiaries shall be paid to
any successor Beneficiaries designated by the Participant, or if none, to the
Participant’s spouse, or, if the Participant was not married at the time of
death, the Participant’s estate. 

     No
Participant shall designate more than five (5) simultaneous Beneficiaries, and
if more than one (1) Beneficiary is named, Participant shall designate the share
to be received by each Beneficiary. Despite the limitation on five (5)
Beneficiaries, a Participant may designate more than five (5) Beneficiaries
provided such beneficiaries are the surviving spouse and children of the
Participant. If a Participant designates alternative, successor, or contingent
Beneficiaries, such Participant shall specify the shares, terms and conditions
upon which amounts shall be paid to such multiple, alternative, successor or
contingent beneficiaries. Any payments made under this Plan after the death of a
Participant shall be made only to the Beneficiary or Beneficiaries designated
pursuant to this Section. 

     14.7. Claims. Any claim for benefits must
initially be submitted in writing to the Plan Administrator. If such claim is
denied (in whole or in part), the claimant shall receive notice from the Plan
Administrator, in writing, setting forth the specific reasons for denial, with
specific references to applicable provisions of this Plan. Such notice shall be
provided within ninety (90) days of the date the claim for benefits is received
by the Plan Administrator, unless special circumstances require an extension of
time for processing the claim, in which event notification of the extension
shall be provided to the claimant prior to the expiration of the initial ninety
(90) day period. The extension notification shall indicate the special
circumstances requiring the extension of time and the date by which the Plan
Administrator expects to render its decision. Any such extension shall not
exceed ninety (90) days. Any disagreements about such interpretations and
construction may be appealed in writing by the claimant within sixty (60) days
to the Plan Administrator. The Plan Administrator shall respond to such appeal
within sixty (60) days, with a notice in writing fully disclosing its decision
and its reasons, unless special circumstances require an extension of time for
reviewing the claim, in which event notification of the extension shall be
provided to the claimant prior to the expiration of the initial sixty (60) day
period. Any such extension shall be provided to the claimant prior to the
commencement of the extension. Any such extension shall not exceed sixty (60)
days. No member of the Board, or any committee thereof, shall be liable to any
individual or entity for any action take hereunder, except those actions
undertaken with lack of good faith. 




     14.8. Action by Board. Any action required
to be taken by the Board pursuant to the Plan provisions may be performed by a
committee of the Board, to which the Board delegates the authority to take
actions of that kind. 

     14.9. Governing Law and Venue. To the extent
not superseded by the laws of the United States, the laws of the State of
Missouri shall be controlling in all matters relating to this Plan. State and
federal courts located in the State of Missouri have exclusive jurisdiction to
determine all matters relating to the Plan and venue is proper in such courts.


     14.10. Severability. In the event any
provision of this Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining provisions of the Plan,
and the Plan shall be interpreted and enforced as if such illegal and invalid
provisions had never been set forth. 

     14.11. Withholding Taxes. A distribution
pursuant to the Plan shall be subject to appropriate withholding taxes.


     14.12. Interpretation. Terms in the masculine
shall include the feminine and terms in the singular shall include the plural,
and vice versa, where ever the context so admits or requires. 




     IN WITNESS
WHEREOF, ENTERPRISE FINANCIAL SERVICES CORP. has adopted this Amendment and
Restatement of the Enterprise Financial Services Corp. Deferred Compensation
Plan I as of this 17 day of December, 2008. 


	ENTERPRISE FINANCIAL SERVICES CORP.  
	  
	  
	By: 
    	/s/ Mark G. Murtha 
	Title: 	 




	ATTEST: