Exhibit 4.62



                         FIRST BANK STATUTORY TRUST VII
                                FIRST BANKS, INC.

                             SUBSCRIPTION AGREEMENT

                                December 14, 2006

         THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement") made among First Bank
Statutory Trust VII (the "Trust"),  a statutory trust created under the Delaware
Statutory  Trust Act  (Chapter 38 of Title 12 of the Delaware  Code,  12 Del. C.
ss.ss.  3801,  et seq.),  First Banks,  Inc., a Missouri  corporation,  with its
principal  offices  located  at 600  James S.  McDonnell  Boulevard,  Hazelwood,
Missouri 63042 (the "Company" and, collectively with the Trust, the "Offerors"),
and First Tennessee Bank National Association (the "Purchaser").

                                    RECITALS:

         A.     The Trust desires to issue 50,000 of its Floating  Rate  Capital
Securities (the "Capital Securities"),  liquidation amount $1,000.00 per Capital
Security,  representing  an undivided  beneficial  interest in the assets of the
Trust  (the  "Offering"),  to be issued  pursuant  to an  Amended  and  Restated
Declaration of Trust (the  "Declaration")  by and among the Company,  Wilmington
Trust Company ("WTC"),  the  administrators  named therein,  and the holders (as
defined therein),  which Capital  Securities are to be guaranteed by the Company
with respect to  distributions  and payments upon  liquidation,  redemption  and
otherwise pursuant to the terms of a Guarantee Agreement between the Company and
WTC, as trustee (the "Guarantee"); and

         B.     The proceeds from the  sale of the  Capital  Securities  will be
combined  with the  proceeds  from the sale by the Trust to the  Company  of its
common  securities,  and will be used by the  Trust to  purchase  an  equivalent
amount of Floating Rate Junior  Subordinated  Deferrable  Interest Debentures of
the  Company  (the  "Debentures")  to be issued by the  Company  pursuant  to an
indenture to be executed by the Company and WTC, as trustee  (the  "Indenture");
and

         C.     In consideration of the premises and the mutual  representations
and covenants hereinafter set forth, the parties hereto agree as follows:

                                   ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

         1.1.   Upon  the  execution  of  this Agreement,  the  Purchaser hereby
agrees to purchase from the Trust 30,000 Capital  Securities at a price equal to
$1,000.00 per Capital  Security (the  "Purchase  Price") and the Trust agrees to
sell such Capital  Securities  to the Purchaser  for said  Purchase  Price.  The
rights  and  preferences  of  the  Capital  Securities  are  set  forth  in  the
Declaration.  The Purchase  Price is payable in immediately  available  funds on
December  14,  2006,  or such other  business  day as may be  designated  by the
Purchaser,  but in no event later than December 29, 2006 (the  "Closing  Date").
The Offerors  shall provide the Purchaser  wire transfer  instructions  no later
than 1 day following the date hereof.

         1.2.   The Placement Agreement,  dated December 6, 2006 (the "Placement
Agreement"), among the Offerors and the placement agents identified therein (the
"Placement Agents") includes certain  representations and warranties,  covenants
and conditions to closing and certain other matters governing the Offering.  The
Placement  Agreement is hereby incorporated by reference into this Agreement and
the Purchaser shall be entitled to each of the benefits of the Placement  Agents
and the Purchaser under the Placement Agreement and shall be entitled to enforce
the  obligations of the Offerors  under such Placement  Agreement as fully as if
the Purchaser were a party to such Placement Agreement.
<PAGE>

         1.3.   Anything herein or in the  Placement  Agreement notwithstanding,
the Offerors  acknowledge and agree that, so long as Purchaser holds some or all
of the Capital Securities, the Purchaser may in its discretion from time to time
transfer or sell,  or sell or grant  participation  interests in, some or all of
such  Capital  Securities  to  one or  more  parties,  provided  that  any  such
transaction complies, as applicable,  with the registration  requirements of the
Securities  Act of  1933,  as  amended  (the  "Securities  Act")  and any  other
applicable  securities  laws,  is  pursuant  to an  exemption  therefrom,  or is
otherwise not subject thereto.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         2.1.   The Purchaser  understands  and  acknowledges  that  none of the
Capital  Securities,  the Debentures or the Guarantee have been registered under
the Securities Act or any other applicable securities law, are being offered for
sale  by  the  Trust  in  transactions  not  requiring  registration  under  the
Securities Act, and may not be offered,  sold, pledged or otherwise  transferred
by the Purchaser except in compliance with the registration  requirements of the
Securities Act or any other applicable securities laws, pursuant to an exemption
therefrom or in a transaction not subject thereto.

         2.2.   The   Purchaser   represents   and   warrants  that,  except  as
contemplated  under Section 1.3 hereof, it is purchasing the Capital  Securities
for its own  account,  for  investment,  and not with a view to, or for offer or
sale in connection with, any distribution thereof in violation of the Securities
Act or other applicable  securities laws, subject to any requirement of law that
the  disposition  of its property be at all times within its control and subject
to its  ability to resell  such  Capital  Securities  pursuant  to an  effective
registration  statement under the Securities Act or under Rule 144A or any other
exemption  from  registration  available  under the  Securities Act or any other
applicable securities law.

         2.3.   The Purchaser represents  and warrants that neither the Offerors
nor the  Placement  Agents are acting as a fiduciary or financial or  investment
adviser for the Purchaser.

         2.4.   The  Purchaser  represents  and  warrants that it is not relying
(for purposes of making any investment  decision or otherwise)  upon any advice,
counsel or  representations  (whether written or oral) of the Offerors or of the
Placement Agents.

         2.5.   The Purchaser represents  and warrants that (a) it has consulted
with  its own  legal,  regulatory,  tax,  business,  investment,  financial  and
accounting  advisers  in  connection  herewith  to  the  extent  it  has  deemed
necessary,  (b) it has had a  reasonable  opportunity  to ask  questions  of and
receive  answers from officers and  representatives  of the Offerors  concerning
their respective  financial condition and results of operations and the purchase
of the Capital  Securities,  and any such  questions  have been  answered to its
satisfaction,  (c) it has had the  opportunity to review all publicly  available
records and filings  concerning the Offerors and it has carefully  reviewed such
records and filings that it considers relevant to making an investment decision,
and (d) it has made its own  investment  decisions  based upon its own judgment,
due diligence  and advice from such advisers as it has deemed  necessary and not
upon any view expressed by the Offerors or the Placement Agents.

         2.6.   The Purchaser represents  and  warrants  that it is a "qualified
institutional buyer" as defined under Rule 144A under the Securities Act. If the
Purchaser is a dealer of the type described in paragraph (a)(1)(ii) of Rule 144A
under the Securities Act, it owns and invests on a discretionary  basis not less
than U.S.  $25,000,000.00  in securities of issuers that are not affiliated with
it. The Purchaser is not a participant-directed  employee plan, such as a 401(k)
plan,  or any  other  type of plan  referred  to in  paragraph  (a)(1)(i)(D)  or
(a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F)
of Rule 144A that holds the assets of such a plan, unless  investment  decisions
with respect to the plan are made solely by the fiduciary, trustee or sponsor of
such plan.
<PAGE>

         2.7.   The Purchaser represents  and warrants that on each day from the
date on which it acquires the Capital  Securities through and including the date
on which it disposes of its interests in the Capital  Securities,  either (i) it
is not (a) an "employee  benefit plan" (as defined in Section 3(3) of the United
States Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"))
                                                                        -----
which is subject to the  provisions of Part 4 of Subtitle B of Title I of ERISA,
or any entity whose  underlying  assets  include the assets of any such plan (an
"ERISA  Plan"),  (b) any other "plan" (as defined in Section  4975(e)(1)  of the
 -----------
United States  Internal  Revenue Code of 1986, as amended (the "Code")) which is
                                                                ----
subject  to the  provisions  of  Section  4975 of the Code or any  entity  whose
underlying assets include the assets of any such plan (a "Plan"),  (c) an entity
                                                          ----
whose underlying  assets include the assets of any such ERISA Plan or other Plan
by reason of Department of Labor regulation section 2510.3-101 or otherwise,  or
(d) a governmental or church plan that is subject to any federal, state or local
law which is substantially  similar to the provisions of Section 406 of ERISA or
Section 4975 of the Code (a "Similar  Law");  or (ii) the purchase,  holding and
                             ------------
disposition of the Capital  Securities by it will satisfy the  requirements  for
exemptive relief under Prohibited  Transaction  Class Exemption  ("PTCE") 84-14,
                                                                   ----
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the
case of a plan  subject  to a  Similar  Law,  will not  result  in a  non-exempt
violation of such Similar Law.

         2.8.   The Purchaser represents  and warrants  that it is acquiring the
Capital  Securities as principal for its own account for investment  and, except
as  contemplated  under Section 1.3 hereof,  not for sale in connection with any
distribution  thereof.  It was not formed solely for the purpose of investing in
the Capital Securities, and additional capital or similar contributions were not
specifically  solicited  from any person owning a beneficial  interest in it for
the purpose of enabling it to purchase any Capital Securities.  The Purchaser is
not a (i) partnership,  (ii) common trust fund or (iii) special trust,  pension,
profit  sharing or other  retirement  trust fund or plan in which the  partners,
beneficiaries  or  participants,  as  applicable,  may designate the  particular
investments to be made or the allocation of any investment  among such partners,
beneficiaries  or  participants,  and except as  contemplated  under Section 1.3
hereof, it agrees that it shall not hold the Capital  Securities for the benefit
of any other  person  and shall be the sole  beneficial  owner  thereof  for all
purposes  and that it shall  not sell  participation  interests  in the  Capital
Securities  or enter  into any  other  arrangement  pursuant  to which any other
person shall be entitled to a  beneficial  interest in the  distribution  on the
Capital Securities.  The Capital Securities  purchased directly or indirectly by
the Purchaser  constitute  an investment of no more than 40% of its assets.  The
Purchaser  understands  and agrees  that any  purported  transfer of the Capital
Securities to a purchaser which would cause the  representations  and warranties
of Section 2.6 and this Section 2.8 to be  inaccurate  shall be null and void ab
initio and the Offerors  retain the right to resell any Capital  Securities sold
to non-permitted transferees.

         2.9.   The Purchaser represents and warrants that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties  specified  herein,  and to consummate the transactions  contemplated
herein and it has full right and power to subscribe for Capital  Securities  and
perform its obligations pursuant to this Agreement.

         2.10.  The  Purchaser  represents  and warrants that no filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental  body, agency or court having  jurisdiction over the
Purchaser,  other than those that have been made or  obtained,  is  necessary or
required for the  performance  by the  Purchaser of its  obligations  under this
Agreement or to consummate the transactions contemplated herein.
<PAGE>

         2.11.  The Purchaser  represents  and warrants that this  Agreement has
been duly authorized, executed and delivered by the Purchaser.

         2.12.  The Purchaser understands and acknowledges that the Company will
rely  upon  the   truth  and   accuracy   of  the   foregoing   acknowledgments,
representations,  warranties  and  agreements  and  agrees  that,  if any of the
acknowledgments,  representations,  warranties or agreements deemed to have been
made by it by its purchase of the Capital Securities are no longer accurate,  it
shall promptly notify the Company.

         2.13.  The Purchaser understands that no public  market exists for  any
of the Capital  Securities,  and that it is unlikely  that a public  market will
ever exist for the Capital Securities.

                                  ARTICLE III

                                 MISCELLANEOUS

         3.1.   Any  notice  or  other   communication given  hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt  requested,  international  courier or delivered by hand against written
receipt therefor,  or by facsimile  transmission and confirmed by telephone,  to
the following addresses,  or such other address as may be furnished to the other
parties as herein provided:

                To the Offerors:     First Banks, Inc.
                                     600 James S. McDonnell Boulevard
                                     Mail Stop M1 199 014
                                     Hazelwood, Missouri  63042
                                     Attention:  Lisa K. Vansickle
                                     Fax:  314-592-6621

                To the Purchaser:    First Tennessee Bank National Association
                                     845 Crossover Lane, Suite 150
                                     Memphis, Tennessee 38117
                                     Attention: David Work
                                     Fax:  901-435-7983

                Unless  otherwise  expressly  provided herein,  notices shall be
deemed to have been  given on the date of  mailing,  except  notice of change of
address, which shall be deemed to have been given when received.

         3.2.   This Agreement shall not be changed, modified or  amended except
by a writing signed by the parties to be charged,  and this Agreement may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

         3.3.   Upon  the execution  and  delivery  of  this  Agreement  by  the
Purchaser,  this  Agreement  shall become a binding  obligation of the Purchaser
with respect to the purchase of Capital Securities as herein provided.

         3.4.   NOTWITHSTANDING  THE  PLACE WHERE THIS AGREEMENT MAY BE EXECUTED
BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         3.5.   The parties  agree to  execute  and  deliver  all  such  further
documents,  agreements and instruments and take such other and further action as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Agreement.

         3.6.   This  Agreement may be executed in one or more counterparts each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

         3.7.   In the event  that any one or more of the  provisions  contained
herein,  or the  application  thereof  in any  circumstances,  is held  invalid,
illegal or unenforceable in any respect for any reason,  the validity,  legality
and  enforceability  of any such  provision  in every  other  respect and of the
remaining  provisions  hereof shall not be in any way  impaired or affected,  it
being  intended  that  all of the  Offerors'  and  the  Purchaser's  rights  and
privileges shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page



<PAGE>


         IN WITNESS WHEREOF, this Agreement is agreed to and accepted as of the
day and year first written above.


FIRST TENNESSEE BANK NATIONAL ASSOCIATION


By: /s/ David S. Work
   ------------------------------------
Print Name:  David S. Work
            ---------------------------
Title:       Executive Vice President
       --------------------------------

                                       FIRST BANKS, INC.


                                       By: /s/ Lisa K. Vansickle
                                          --------------------------------------

                                       Name:   Lisa K. Vansickle
                                            ------------------------------------

                                       Title:  Senior Vice President
                                             -----------------------------------

                                       FIRST BANK STATUTORY TRUST VII


                                       By: /s/ Lisa K. Vansickle
                                          --------------------------------------

                                       Name:   Lisa K. Vansickle
                                            ------------------------------------

                                       Title:  Administrator