Exhibit 4.65



Certificate Number P-2                                 30,000 Capital Securities
 CUSIP NO.31927N AA 2

THIS CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF THE  DEPOSITORY  TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL  SECURITY IS EXCHANGEABLE  FOR
CAPITAL  SECURITIES  REGISTERED  IN THE NAME OF A PERSON  OTHER  THAN DTC OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES  DESCRIBED IN THE DECLARATION,  AND NO
TRANSFER  OF THIS  CAPITAL  SECURITY  (OTHER  THAN A  TRANSFER  OF THIS  CAPITAL
SECURITY  AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO FIRST BANK  STATUTORY  TRUST VII OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,
EXCHANGE OR PAYMENT,  AND ANY CAPITAL  SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT  HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE   SECURITIES   LAW.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE  SPONSOR OR THE TRUST,  (B)
PURSUANT TO A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES  ACT,  (C) TO A  PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A
QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A SO LONG AS THIS  SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S.  PERSON IN AN OFFSHORE  TRANSACTION
IN ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE)  OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE
MEANING  OF  SUBPARAGRAPH  (A) OF RULE  501  UNDER  THE  SECURITIES  ACT THAT IS
ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF
THE SECURITIES  ACT, OR (F) PURSUANT TO ANY OTHER  AVAILABLE  EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES  ACT,  SUBJECT TO THE SPONSOR'S AND
THE  TRUST'S  RIGHT  PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY
OF WHICH MAY BE  OBTAINED  FROM THE SPONSOR OR THE TRUST.  HEDGING  TRANSACTIONS
INVOLVING  THIS  SECURITY MAY NOT BE  CONDUCTED  UNLESS IN  COMPLIANCE  WITH THE
SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,  INDIVIDUAL  RETIREMENT  ACCOUNT OR
OTHER PLAN OR ARRANGEMENT  SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT INCOME
SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL
REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE")  (EACH A "PLAN"),  OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY,  AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD THE SECURITIES OR ANY INTEREST THEREIN,  UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE  FOR  EXEMPTIVE  RELIEF  AVAILABLE  UNDER  U.S.   DEPARTMENT  OF  LABOR
PROHIBITED  TRANSACTION  CLASS EXEMPTION 96-23,  95-60,  91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED  BY SECTION 406 OF ERISA OR SECTION  4975 OF THE CODE WITH RESPECT TO
SUCH  PURCHASE OR HOLDING.  ANY  PURCHASER  OR HOLDER OF THE  SECURITIES  OR ANY
INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION  3(3)  OF  ERISA,  OR A PLAN  TO  WHICH  SECTION  4975  OF THE  CODE  IS
APPLICABLE,  A TRUSTEE OR OTHER PERSON  ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT
PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY  USING THE ASSETS OF ANY  EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (II) SUCH  PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

THIS  SECURITY  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN BLOCKS  HAVING A
LIQUIDATION  AMOUNT OF NOT LESS THAN  $100,000.00 (100 SECURITIES) AND MULTIPLES
OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF SECURITIES IN A BLOCK
HAVING A LIQUIDATION  AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER.

THE  HOLDER OF THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH THE  FOREGOING
RESTRICTIONS.

IN CONNECTION  WITH ANY  TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
DECLARATION   TO  CONFIRM  THAT  THE  TRANSFER   COMPLIES   WITH  THE  FOREGOING
RESTRICTIONS.
<PAGE>

                                December 14, 2006

             Certificate Evidencing Floating Rate Capital Securities

                                       of

                         First Bank Statutory Trust VII

                (liquidation amount $1,000 per Capital Security)

         First Bank  Statutory  Trust VII, a statutory  trust  created under the
laws of the State of Delaware (the  "Trust"),  hereby  certifies that Cede & Co.
(the  "Holder")  is the  registered  owner of  capital  securities  of the Trust
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
(liquidation  amount $1,000 per capital  security)  (the "Capital  Securities").
Subject to the  Declaration  (as  defined  below),  the Capital  Securities  are
transferable  on the  books  and  records  of the  Trust in  person or by a duly
authorized  attorney,  upon surrender of this  Certificate  duly endorsed and in
proper form for transfer.  The Capital Securities  represented hereby are issued
pursuant to, and the designation, rights, privileges, restrictions,  preferences
and other terms and provisions of the Capital  Securities  shall in all respects
be subject to, the  provisions of the Amended and Restated  Declaration of Trust
of the Trust dated as of December 14, 2006, among Terrance M. McCarthy, Peter D.
Wimmer and Lisa K. Vansickle,  as Administrators,  Wilmington Trust Company,  as
Delaware  Trustee,  Wilmington Trust Company,  as Institutional  Trustee,  First
Banks,  Inc.,  as  Sponsor,  and the  holders  from  time  to time of  undivided
beneficial  interests in the assets of the Trust,  including the  designation of
the terms of the Capital  Securities as set forth in Annex I to such amended and
restated  declaration  as the  same  may be  amended  from  time  to  time  (the
"Declaration").  Capitalized  terms used herein but not  defined  shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Guarantee to the extent provided therein. The Sponsor will provide a copy of
the Declaration,  the Guarantee,  and the Indenture to the Holder without charge
upon written request to the Sponsor at its principal place of business.

         Upon receipt of this Security,  the Holder is bound by the  Declaration
and is entitled to the benefits thereunder.

         By acceptance of this Security,  the Holder agrees to treat, for United
States  federal  income tax purposes,  the  Debentures as  indebtedness  and the
Capital Securities as evidence of beneficial ownership in the Debentures.

         This Capital Security is governed by, and construed in accordance with,
the laws of the State of Delaware,  without  regard to principles of conflict of
laws.

                       Signature appears on following page



<PAGE>


IN WITNESS WHEREOF, the Trust has duly executed this certificate.

                                          FIRST BANK STATUTORY TRUST VII



                                          By: /s/ Lisa K. Vansickle
                                             -----------------------------------
                                              Name:  Lisa K. Vansickle
                                              Title: Administrator



<PAGE>


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

This  is one of  the  Capital  Securities  referred  to in the  within-mentioned
Declaration.


                                          WILMINGTON TRUST COMPANY,
                                          as the Institutional Trustee


                                          By: /s/ Christopher J. Monigle
                                             -----------------------------------
                                                  Authorized Officer



<PAGE>


                           REVERSE OF CAPITAL SECURITY

         Distributions  payable on each Capital  Security  will be payable at an
annual rate equal to 7.20%  beginning  on (and  including)  the date of original
issuance and ending on (but  excluding) the  Distribution  Payment Date in March
2007  and at an  annual  rate  for  each  successive  period  beginning  on (and
including)  the  Distribution  Payment Date in March 2007,  and each  succeeding
Distribution  Payment Date, and ending on (but  excluding)  the next  succeeding
Distribution  Payment  Date  (each a  "Distribution  Period"),  equal to 3-Month
LIBOR, determined as described below, plus 1.85% (the "Coupon Rate"), applied to
the stated liquidation amount of $1,000.00 per Capital Security, such rate being
the rate of interest  payable on the Debentures to be held by the  Institutional
Trustee.   Distributions  in  arrears  will  bear  interest  thereon  compounded
quarterly at the Distribution  Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions and any such
compounded  distributions unless otherwise noted. A Distribution is payable only
to the extent that  payments are made in respect of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available therefor. As used herein,  "Determination Date" means the date that is
two London  Banking Days (i.e.,  a business day in which dealings in deposits in
U.S.  dollars are  transacted  in the London  interbank  market)  preceding  the
commencement of the relevant Distribution Period. The amount of the Distribution
payable  for  any  Distribution  Period  will  be  calculated  by  applying  the
Distribution  Rate  to  the  stated   liquidation   amount  outstanding  at  the
commencement  of the  Distribution  Period on the basis of the actual  number of
days in the Distribution Period concerned divided by 360.

         "3-Month  LIBOR" as used  herein,  means the London  interbank  offered
interest rate for three-month  U.S. dollar deposits  determined by the Debenture
Trustee  in the  following  order  of  priority:  (i) the rate  (expressed  as a
percentage per annum) for U.S.  dollar  deposits  having a three-month  maturity
that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination  Date ("Telerate Page 3750" means the display  designated as "Page
3750" on the Moneyline  Telerate  Service or such other page as may replace Page
3750 on that  service or such other  service or services as may be  nominated by
the British  Bankers'  Association as the information  vendor for the purpose of
displaying  London interbank  offered rates for U.S. dollar  deposits);  (ii) if
such rate cannot be identified on the related  Determination Date, the Debenture
Trustee will request the principal  London  offices of four leading banks in the
London interbank market to provide such banks' offered quotations  (expressed as
percentages  per annum) to prime banks in the London  interbank  market for U.S.
dollar deposits having a three-month  maturity as of 11:00 a.m. (London time) on
such Determination Date. If at least two quotations are provided,  3-Month LIBOR
will be the  arithmetic  mean of such  quotations;  (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Debenture Trustee
will  request  four  major New York City banks to provide  such  banks'  offered
quotations  (expressed as percentages  per annum) to leading  European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date.
If at  least  two  such  quotations  are  provided,  3-Month  LIBOR  will be the
arithmetic mean of such  quotations;  and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month
LIBOR determined with respect to the Distribution  Period immediately  preceding
such current  Distribution Period. If the rate for U.S. dollar deposits having a
three-month  maturity that  initially  appears on Telerate Page 3750 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Telerate  Page 3750 by a  corrected  rate by 12:00  noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.


<PAGE>

         The Distribution  Rate for any  Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

         All  percentages   resulting  from  any  calculations  on  the  Capital
Securities will be rounded, if necessary,  to the nearest one hundred-thousandth
of a percentage  point,  with five  one-millionths of a percentage point rounded
upward (e.g.,  9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),
and all  dollar  amounts  used in or  resulting  from such  calculation  will be
rounded to the nearest cent (with one-half cent being rounded upward)).

         Except as  otherwise  described  below,  Distributions  on the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if any such day is not a Business Day, then the next
succeeding Business Day (each such day, a "Distribution Payment Date") (it being
understood that interest accrues for any such non-Business  Day),  commencing on
the Distribution  Payment Date in March 2007. The Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures,  so long as
no  Acceleration  Event of Default has occurred and is continuing,  by extending
the interest payment period for up to 20 consecutive  quarterly periods (each an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions  described  below,  during which Extension  Period no interest
shall be due and payable. During any Extension Period, interest will continue to
accrue on the Debentures,  and interest on such accrued  interest will accrue at
an annual rate equal to the Distribution  Rate in effect for each such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the  Extension  Period,  to the  extent  permitted  by law (such
interest referred to herein as "Additional  Interest").  No Extension Period may
end on a date other than a  Distribution  Payment  Date.  At the end of any such
Extension  Period,  the Debenture Issuer shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
however,  that no Extension Period may extend beyond the Maturity Date. Prior to
the termination of any Extension Period, the Debenture Issuer may further extend
such  period,  provided  that such period  together  with all such  previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional  Interest,  the Debenture Issuer may commence a new Extension Period,
subject to the foregoing requirements.  No interest or Additional Interest shall
be due and payable during an Extension  Period,  except at the end thereof,  but
each  installment  of interest  that would  otherwise  have been due and payable
during  such  Extension  Period  shall  bear  Additional  Interest.  During  any
Extension Period,  Distributions on the Capital Securities shall be deferred for
a period equal to the Extension  Period.  If  Distributions  are  deferred,  the
Distributions  due shall be paid on the date that the related  Extension  Period
terminates, to Holders of the Securities as they appear on the books and records
of the Trust on the record date immediately  preceding such date.  Distributions
on the Securities  must be paid on the dates payable (after giving effect to any
Extension  Period)  to the  extent  that the Trust has funds  available  for the
payment of such  distributions in the Property Account of the Trust. The Trust's
funds  available  for  Distribution  to the  Holders of the  Securities  will be
limited  to  payments  received  from  the  Debenture  Issuer.  The  payment  of
Distributions  out of moneys held by the Trust is  guaranteed  by the  Guarantor
pursuant to the Guarantee.

         The  Capital   Securities  shall  be  redeemable  as  provided  in  the
Declaration.



<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED,  the undersigned assigns and transfers this Capital Security
Certificate to:

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(Insert assignee's social security or tax identification number)
                                                                 ---------------

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(Insert address and zip code of assignee) and irrevocably appoints

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agent to transfer this Capital  Security  Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:
     ---------------------------------------

Signature:
          ----------------------------------

                (Sign  exactly  as  your name  appears on the other side of this
Capital Security Certificate)

Signature Guarantee:1







































----------------------------------
     1 Signature  must  be  guaranteed  by an "eligible  guarantor  institution"
     that is a bank,  stockbroker,  savings and loan association or credit union
     meeting the  requirements  of the Security  registrar,  which  requirements
     include  membership or  participation  in the  Securities  Transfer  Agents
     Medallion Program ("STAMP") or such other "signature  guarantee program" as
     may  be  determined  by  the  Security  registrar  in  addition  to,  or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.