Exhibit 4.63



                         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 Preferred Term Securities XXIV, Ltd. (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 20,000 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 certificate for the Capital Securities shall be delivered by
the Trust on the Closing Date to the Purchaser or its designee.

         1.3.   The Placement Agreement,  dated December 6, 2006 (the "Placement
Agreement"),  among the Offerors and the  Placement  Agents  identified  therein
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>

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         2.1.   The Purchaser  understands  and  acknowledges  that  neither the
Capital Securities,  the Debentures nor the Guarantee have been registered under
the  Securities  Act of 1933, as amended (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, warrants and certifies  that (i) it is
not a "U.S.  person" as such term is  defined  in Rule 902 under the  Securities
Act, (ii) it is not acquiring the Capital  Securities for the account or benefit
of any such U.S. person,  (iii) the offer and sale of Capital  Securities to the
Purchaser  constitutes  an  "offshore  transaction"  under  Regulation  S of the
Securities Act, and (iv) it will not engage in hedging  transactions with regard
to the Capital  Securities  unless such transactions are conducted in compliance
with the  Securities  Act and the  Purchaser  agrees to the legends and transfer
restrictions set forth on the Capital Securities certificate.

         2.3.   The Purchaser represents and warrants that 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.

         2.4.   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.

         2.5.   The Purchaser, a Cayman Islands Company whose business  includes
issuance of certain notes and acquiring the Capital Securities and other similar
securities, represents and warrants that it has such knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of  purchasing  the Capital  Securities,  has had the  opportunity  to ask
questions of, and receive answers and request  additional  information from, the
Offerors  and is aware that it may be required to bear the  economic  risk of an
investment in the Capital Securities.

         2.6.   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>

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

         2.8.   The  Purchaser represents and warrants that (i) the Purchaser is
not in  violation or default of any term of its  Memorandum  of  Association  or
Articles of Association, of any provision of any mortgage, indenture,  contract,
agreement, instrument or contract to which it is a party or by which it is bound
or of any judgment,  decree, order, writ or, to its knowledge, any statute, rule
or regulation applicable to the Purchaser which would prevent the Purchaser from
performing  any material  obligation set forth in this  Agreement;  and (ii) the
execution,  delivery and performance of and compliance with this Agreement,  and
the  consummation of the  transactions  contemplated  herein,  will not, with or
without  the  passage of time or giving of notice,  result in any such  material
violation,  or be in conflict  with or constitute a default under any such term,
or the  suspension,  revocation,  impairment,  forfeiture or  non-renewal of any
permit,  license,  authorization  or approval  applicable to the Purchaser,  its
business or operations  or any of its assets or  properties  which would prevent
the  Purchaser  from  performing  any  material  obligations  set  forth in this
Agreement.

         2.9.   The Purchaser represents  and warrants  that the Purchaser is an
exempted company with limited liability duly incorporated,  validly existing and
in good standing under the laws of the jurisdiction where it is organized,  with
full power and authority to perform its obligations under this Agreement.

         2.10.  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.

         2.11.  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:       Preferred Term Securities XXIV, Ltd.
                                        c/o Maples Finance Limited
                                        P.O. Box 1093 GT
                                        Queensgate House
                                        South Church Street
                                        George Town, Grand Cayman
                                        Cayman Islands
                                        Attention:  The Directors
                                        Fax:  345-945-7100
<PAGE>

                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,  I have set my hand the day and year first written
above.



PREFERRED TERM SECURITIES XXIV, LTD.


By: /s/ Carrie Bunton
   -----------------------------------------
Print Name:  Carrie Bunton
            --------------------------------
Title:       Director
       -------------------------------------

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


                                       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