ENTERPRISE FINANCIAL SERVICES CORP — Director's Dealing 2010

Jan 14, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
CIK: 0001025835
Period of Report: 2009-12-31

Reporting Person: BENOIST PETER (President & CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33418	Direct
Common Stock	111400	Direct
Common Stock	1121	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$10.25	2012-10-01	Common Stock (50000)	50000	Direct
Non-Qualified Stock Option (right to buy)	$13.40	2013-05-13	Common Stock (37313)	37313	Direct
Non-Qualified Stock Option (right to buy)	$22.73	2016-01-05	Common Stock (3850)	3850	Direct
Non-Qualifed Stock Option	$30.17	2017-01-05	Common Stock (2900)	2900	Direct
Non-Qualifed Stock Option	$22.90	2018-01-05	Common Stock (3970)	3970	Direct
Restricted Share Units	$		Common Stock (4843)	4843	Direct
Stock Settled Stock Apreciation Rights	$25.63	2017-06-15	Common Stock (16508)	16508	Direct
Stock Settled Stock Apreciation Rights	$20.63	2018-06-13	Common Stock (43178)	43178	Direct
Stock Settled Stock Apreciation Rights	$21.49	2018-09-24	Common Stock (50000)	50000	Direct

Footnotes

F1: These shares are held jointly with spouse.

F2: The reporting person holds units in the stock fund and the number of shares reported as indirectly held in the 401 (k) plan in this row is an estimate of the number of shares of the issuer's Common Stock held in the unitized stock fund and allocated to the reporting person's account.

F3: Effective 10/01/2004 the Board fully vested the oustanding employee and Director stock options.

F4: Options vest 33% per year for three years

F5: The RSUs were granted pursuant to the Company's 2002 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement.

F6: The RSUs vest at a rate of 20% annually over five years, subject to continued employment of the reporting person. Vesting occurs on December 15 of each year, commencing in the calendar year of the grant. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock.

F7: Each SSAR consists of the right to receive an amount, in common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. The SSARs vest at a rate of 20% annually over five years, subject to continued employement of the reporting person. Vesting occurs on December 15 of each year, commencing December 15, 2007.

F8: Each SSAR consists of the right to receive an amount, in common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. The SSARs vest at a rate of 20% annually over five years, subject to continued employment of the reporting person. Vesting occurs on December 15 of each year, commencing December 15, 2008.