EXHIBIT 14.1
================================================================================
                                FIRST BANKS, INC.

                 CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER
                           AND FINANCIAL PROFESSIONALS
================================================================================



                                  INTRODUCTION
                                  ------------

The Board of Directors of First Banks, Inc. ("First Banks" or the "Company") has
adopted this Code of Ethics (the "Code") to govern the  professional  conduct of
its Principal  Executive  Officer and Financial  Professionals  (as such term is
hereinafter defined) for the purposes of promoting:

     1.   Honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     2.   Full, fair, accurate,  timely and understandable disclosure in reports
          and  documents  that a  registrant  files  with,  or  submits  to, the
          Securities  and  Exchange  Commission  (the "SEC") and in other public
          communications  made  by  the  registrant  and  that  are  within  the
          Principal Executive Officer's responsibility;

     3.   Compliance with applicable governmental laws, rules and regulations;

     4.   The prompt  internal  reporting  to an  appropriate  person or persons
          identified in the code of violations of the code; and

     5.   Accountability for adherence to the code.

This Code applies to the Principal  Executive  Officer (i.e. the Chief Executive
Officer) of First Banks and all Financial Professionals of the Company and First
Bank,  collectively the "Covered  Officers." For purposes of this Code, the term
"Financial Professionals" includes the Chief Financial Officer, the Chief Credit
Officer,  the Chief  Investment  Officer,  the Senior  Vice  President - Special
Projects,  the Senior Vice President - Director of Taxes, and all  professionals
serving in a Corporate Finance, Accounting,  Treasury, Tax or Investor Relations
role.

First  Banks  expects  its  employees  to act in  accordance  with  the  highest
standards of  professional  and  personal  integrity in all aspects of their job
responsibilities  and activities;  to comply and assure the Company's compliance
with all applicable laws, rules and regulations of the jurisdictions under which
the  Company  operates;  to  deter  wrongdoing;  and to  conduct  themselves  in
accordance with the employment  guidelines described in the First Banks Employee
Handbook and other  policies and  procedures  adopted by First Banks that govern
the conduct of its employees. Covered Officers are reminded of their obligations
under the First Banks Employee  Handbook.  The  obligations  under this Code are
intended to supplement the First Banks Employee Handbook.

                              CONFLICTS OF INTEREST
                              ---------------------

Each Covered Officer is required to adhere to the highest  standards of business
ethics and should be highly sensitive to situations that may give rise to actual
or apparent  conflicts  of  interest.  A "conflict  of  interest"  occurs when a
Covered Officer's private interest interferes with the interests of First Banks,
or the Covered  Officer's  service to First  Banks.  A Covered  Officer must not
improperly  use his or her  personal  influence  or  personal  relationships  to
influence corporate decisions or financial reporting whereby the Covered Officer
would benefit personally to the detriment of the Company. Covered Officers shall
conduct  their  personal and  professional  affairs in a manner that avoids both
real  and  apparent  conflicts  of  interest  between  their  interests  and the
interests of First Banks. In addition, each Covered Officer shall provide prompt
and full disclosure to the Director of Risk Management and Audit, in writing, of
any material transaction or relationship that may reasonably be expected to give
rise to a conflict of interest.

                     EXPECTED STANDARDS OF ETHICAL BEHAVIOR
                     --------------------------------------

Covered Officers are expected to:

     1.   Maintain skills appropriate and necessary for the performance of their
          job responsibilities for the Company.

     2.   Engage in and  promote  honest  and  ethical  conduct,  including  the
          ethical  handling of actual or apparent  conflicts of interest between
          personal and professional relationships.
<PAGE>

     3.   Refrain from  engaging in any  activity  that would  compromise  their
          professional  ethics or otherwise prejudice their ability to carry out
          their required duties for the Company.

     4.   Consult with other  officers and employees (to the extent  appropriate
          within  his or her area of  responsibility)  with a goal of  promoting
          full, fair, accurate,  timely and understandable disclosure in reports
          and  documents  that a  registrant  files  with,  or  submits  to, the
          Securities  and  Exchange  Commission  (the "SEC") and in other public
          communications  made  by  the  registrant  and  that  are  within  the
          Principal Executive Officer's responsibility.

     5.   Establish, administer and adhere to appropriate systems and procedures
          to ensure that  transactions  are recorded in First  Banks'  financial
          records in accordance with accounting principles generally accepted in
          the  United  States  of  America,   established   Company  policy  and
          appropriate regulatory pronouncements and guidelines.

     6.   Establish, administer and adhere to financial accounting controls that
          are  appropriate  to ensure the integrity of the  financial  reporting
          process and the availability of timely,  relevant  information for the
          safe, sound and profitable operation of the Company.

     7.   Completely disclose all relevant information reasonably expected to be
          needed by regulatory  examiners and internal and external auditors for
          the full,  complete  and  successful  discharge  of their  duties  and
          responsibilities;

     8.   Comply with all applicable  governmental  laws, rules and regulations,
          as well as the rules and regulations of self-regulatory  organizations
          of which First Banks or its subsidiaries is a member.

     9.   Promptly report any violations or possible  violations of this Code to
          the  Director  of Risk  Management  and Audit or any of the parties of
          channels listed in the First Banks Employee Handbook. Failure to do so
          is in itself a violation of this Code.

     10.  Strictly adhere to all aspects of this Code.

                          REPORTING AND ACCOUNTABILITY
                          ----------------------------

Upon adoption of the Code (or thereafter as applicable,  upon becoming a Covered
Officer),  each Covered  Officer shall affirm in writing to the Director of Risk
Management and Audit that he or she has received,  read and understands the Code
by completing the  "Acknowledgement  Form" included  herein.  Thereafter,  on an
annual basis  beginning on December 31, 2004,  each Covered Officer shall affirm
that he or she has complied with the  requirements of the Code by completing the
"Annual Certification Form" included herein. The Covered Officers' employment is
contingent  upon  completion  of  the   Acknowledgement   Form  and  the  Annual
Certification Forms.

The Board of Directors  hereby  designates  the Director of Risk  Management and
Audit as the "Code Compliance  Officer." The Code Compliance Officer (or his/her
designee) shall take all action considered appropriate to investigate any actual
or  potential  conflicts  of  interest  or  violations  of the Code  reported to
him/her.  Any  matters  the Code  Compliance  Officer  believes is a conflict of
interest or  violation of the Code will be reported to the Board of Directors of
First Banks, which shall determine further appropriate  action(s).  The Director
of Risk Management and Audit shall be responsible for reviewing any requests for
waivers from the  provisions  of this Code and such requests for waivers will be
reported  to the  Board of  Directors  of First  Banks,  which  shall  have sole
authority to grant or deny any such waivers.  Any  violations of this Code,  any
waivers granted from this Code and any potential conflicts of interest and their
resolution  shall be  reported to the Board of  Directors  of First Banks at the
next regularly  scheduled  meeting.  This provision of the Code and any waivers,
including implicit waivers, shall be appropriately  disclosed in accordance with
applicable SEC rules and regulations.

                                   AMENDMENTS
                                   ----------

The Board of Directors of First Banks must approve and adopt any  amendments  to
this Code.


ADOPTED:  November 1, 2003


<PAGE>


                              ACKNOWLEDGEMENT FORM
                              --------------------

I acknowledge  that I have received,  read and understand the First Banks,  Inc.
Code of Ethics for Principal Executive Officer and Financial  Professionals (the
"Code"),  dated  November 1, 2003,  and  understand my  obligations as a Covered
Officer  (as such term is defined in the Code) to comply with all aspects of the
Code. I also understand my obligations  under the Code supplement my obligations
under the "First Banks Employee Handbook."

Furthermore, I understand:

     o    that I will be held accountable for my adherence to the Code;

     o    that my  failure  to  observe  the  terms of the Code  may  result  in
          disciplinary action, up to and including termination of employment;

     o    that violations of the Code may also constitute  violations of law and
          may  result in civil and  criminal  penalties  for me, my  supervisors
          and/or First Banks;

     o    that my  agreement  to  comply  with the Code  does not  constitute  a
          contract for employment.

     o    that should I have any questions  regarding the appropriate  course of
          action to take in a particular situation, I should immediately contact
          the Director of Risk Management and Audit; and

     o    I may  choose to remain  anonymous  in  reporting  any  violations  or
          possible  violations  of the Code  through  the use of  "First  Banks'
          Policy for Submission of Concerns Regarding Questionable Accounting or
          Auditing Matters," which I have received, read and understand.


                                  ---------------------------------------------
                                  Signature of Covered Officer


                                  ---------------------------------------------
                                  Printed Name of Covered Officer


                                  ---------------------------------------------
                                  Title of Covered Officer


                                  ---------------------------------------------
                                  Date


<PAGE>


                            ANNUAL CERTIFICATION FORM

I acknowledge  that I have received,  read and understand the First Banks,  Inc.
Code of Ethics for Principal Executive Officer and Financial  Professionals (the
"Code"),  dated  November 1, 2003,  and  understand my  obligations as a Covered
Officer  (as such term is defined in the Code) to comply with all aspects of the
Code. I also understand my obligations  under the Code supplement my obligations
under the First Banks  Employee  Handbook.  Furthermore,  I  understand  that my
agreement to comply with the Code does not constitute a contract for employment.

I certify  that I have fully  complied  with all  aspects of the Code during the
calendar year ended December 31, 2007.



                                  ----------------------------------------------
                                  Signature of Covered Officer


                                  ----------------------------------------------
                                  Printed Name of Covered Officer


                                  ----------------------------------------------
                                  Title of Covered Officer


                                  ----------------------------------------------
                                  Date