Exhibit 4.3



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                               GUARANTEE AGREEMENT



                                     between



                               FIRST BANKS, INC.,
                                  As Guarantor,



                                       and



                            WILMINGTON TRUST COMPANY,
                              As Guarantee Trustee



                          Dated as of February 23, 2007






                         FIRST BANK STATUTORY TRUST VIII







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<PAGE>

<TABLE>
<CAPTION>


                                          TABLE OF CONTENTS




<S>              <C>                                                                           <C>
ARTICLE I        INTERPRETATION AND DEFINITIONS.................................................2
SECTION 1.1      Interpretation.................................................................2
SECTION 1.2      Definitions....................................................................2

ARTICLE II       REPORTS........................................................................6
SECTION 2.1      List of Holders................................................................6
SECTION 2.2      Periodic Reports to the Guarantee Trustee......................................6
SECTION 2.3      Event of Default; Waiver.......................................................6
SECTION 2.4      Event of Default; Notice.......................................................7

ARTICLE III      POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE.............................7
SECTION 3.1      Powers and Duties of the Guarantee Trustee.....................................7
SECTION 3.2      Certain Rights of the Guarantee Trustee........................................8
SECTION 3.3      Compensation..................................................................10
SECTION 3.4      Indemnity.....................................................................10
SECTION 3.5      Securities....................................................................11

ARTICLE IV       GUARANTEE TRUSTEE.............................................................11
SECTION 4.1      Guarantee Trustee; Eligibility................................................11
SECTION 4.2      Appointment, Removal and Resignation of the Guarantee Trustee.................12

ARTICLE V        GUARANTEE.....................................................................12
SECTION 5.1      Guarantee.....................................................................12
SECTION 5.2      Waiver of Notice and Demand...................................................13
SECTION 5.3      Obligations Not Affected......................................................13
SECTION 5.4      Rights of Holders.............................................................14
SECTION 5.5      Guarantee of Payment..........................................................14
SECTION 5.6      Subrogation...................................................................14
SECTION 5.7      Independent Obligations.......................................................15
SECTION 5.8      Enforcement...................................................................15

ARTICLE VI       COVENANTS AND SUBORDINATION...................................................15
SECTION 6.1      Dividends, Distributions and Payments.........................................15
SECTION 6.2      Subordination.................................................................16
SECTION 6.3      Pari Passu Guarantees.........................................................16

ARTICLE VII      TERMINATION...................................................................17
SECTION 7.1      Termination...................................................................17

ARTICLE VIII     MISCELLANEOUS.................................................................17
SECTION 8.1      Successors and Assigns........................................................17
SECTION 8.2      Amendments....................................................................17
SECTION 8.3      Notices.......................................................................17
SECTION 8.4      Benefit.......................................................................19
SECTION 8.5      Governing Law.................................................................19
SECTION 8.6      Submission to Jurisdiction....................................................19
SECTION 8.7      Counterparts; Facsimile.......................................................19

</TABLE>


<PAGE>


          GUARANTEE  AGREEMENT,  dated as of February  23,  2007,  executed  and
delivered by FIRST BANKS, INC., a Missouri  corporation (the "Guarantor") having
its principal office at 135 N. Meramec,  Clayton, Missouri 63105, and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the
"Guarantee  Trustee"),  for the benefit of the Holders (as defined  herein) from
time to time of the  Preferred  Securities  (as  defined  herein)  of First Bank
Statutory Trust VIII, a Delaware statutory trust (the "Issuer").

                              W I T N E S S E T H :

          WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as
of the date hereof (the "Trust Agreement"),  among the Guarantor,  as Depositor,
the Property Trustee, the Delaware Trustee and the Administrative Trustees named
therein  and the  holders  from  time to time of the  Preferred  Securities  (as
hereinafter  defined),  the Issuer is issuing $25,000,000  aggregate Liquidation
Amount (as  defined  in the Trust  Agreement)  of its  Floating  Rate  Preferred
Securities  (Liquidation  Amount $1,000 per preferred  security) (the "Preferred
Securities") representing preferred undivided beneficial interests in the assets
of the Issuer and having the terms set forth in the Trust Agreement;

          WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds  thereof,  together with the proceeds from the issuance of the Issuer's
Common  Securities  (as defined  below),  will be used to purchase the Notes (as
defined in the Trust Agreement) of the Guarantor; and

          WHEREAS, as incentive for the Holders to purchase Preferred Securities
the Guarantor desires  irrevocably and  unconditionally  to agree, to the extent
set  forth  herein,  to pay to the  Holders  of  the  Preferred  Securities  the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein.

          NOW,  THEREFORE,  in  consideration  of the purchase by each Holder of
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor executes and delivers this Guarantee  Agreement to
provide  as follows  for the  benefit  of the  Holders  from time to time of the
Preferred Securities:

                                   ARTICLE I


                         INTERPRETATION AND DEFINITIONS

          SECTION 1.1 Interpretation.

          In this Guarantee Agreement, unless the context otherwise requires:

               (a)  capitalized  terms used in this Guarantee  Agreement but not
          defined in the preamble hereto have the respective  meanings  assigned
          to them in Section 1.2;
                     -----------

               (b)  the words "include",  "includes"  and  "including"  shall be
          deemed to be followed by the phrase "without limitation";

               (c)  all  references  to  "the  Guarantee   Agreement"  or  "this
          Guarantee  Agreement"  are to this  Guarantee  Agreement  as modified,
          supplemented or amended from time to time;

               (d)  all references in this  Guarantee  Agreement to Articles and
          Sections  are to Articles  and  Sections of this  Guarantee  Agreement
          unless otherwise specified;

               (e)  the words "hereby",  "herein",  "hereof" and "hereunder" and
          other words of similar import refer to this  Guarantee  Agreement as a
          whole and not to any particular Article, Section or other subdivision;

               (f) a  reference  to the  singular  includes  the plural and vice
          versa; and

               (g) the  masculine,  feminine or neuter genders used herein shall
          include the masculine, feminine and neuter genders.
<PAGE>

          SECTION 1.2 Definitions.

          As used in this Guarantee Agreement,  the terms set forth below shall,
unless the context otherwise requires, have the following meanings:

               "Affiliate"  of any  specified  Person  means  any  other  Person
          directly or indirectly controlling or controlled by or under direct or
          indirect common control with such specified Person; provided, that the
          Issuer shall not be deemed to be an Affiliate  of the  Guarantor.  For
          the purposes of this  definition,  "control" when used with respect to
          any  specified  Person  means the power to direct the  management  and
          policies of such Person,  directly or indirectly,  whether through the
          ownership  of voting  securities,  by contract or  otherwise;  and the
          terms "controlling" and "controlled" have meanings  correlative to the
          foregoing.

               "Beneficiaries"  means  any  Person  to  whom  the  Issuer  is or
          hereafter becomes indebted or liable.

               "Board of  Directors"  means either the board of directors of the
          Guarantor or any duly authorized committee of that board.

               "Common  Securities"  means the  securities  representing  common
          undivided beneficial interests in the assets of the Issuer.

               "Debt" means with respect to any Person,  whether  recourse is to
          all or a portion  of the  assets  of such  Person,  whether  currently
          existing or  hereafter  incurred,  and whether or not  contingent  and
          without  duplication,  (i) every  obligation  of such Person for money
          borrowed;  (ii) every  obligation  of such Person  evidenced by bonds,
          debentures, notes or other similar instruments,  including obligations
          incurred in connection  with the  acquisition  of property,  assets or
          businesses;  (iii) every reimbursement  obligation of such Person with
          respect  to  letters  of  credit,   bankers'  acceptances  or  similar
          facilities  issued  for  the  account  of  such  Person;   (iv)  every
          obligation of such Person  issued or assumed as the deferred  purchase
          price of property or services (but excluding  trade  accounts  payable
          arising in the ordinary  course of business);  (v) every capital lease
          obligation  of such  Person;  (vi) all  indebtedness  of such  Person,
          whether  incurred on or prior to the date of this Guarantee  Agreement
          or thereafter incurred,  for claims in respect of derivative products,
          including  interest rate,  foreign exchange rate and commodity forward
          contracts,  options,  swaps  and  similar  arrangements;  (vii)  every
          obligation  of the type  referred to in clauses  (i)  through  (vi) of
          another  Person and all  dividends  of another  Person the  payment of
          which, in either case, such Person has guaranteed or is responsible or
          liable  for,  directly or  indirectly,  as obligor or  otherwise;  and
          (viii)   any   renewals,   extensions,   refundings,   amendments   or
          modifications of any obligation of the type referred to in clauses (i)
          through (vii).

               "Event of Default" means a default by the Guarantor on any of its
          payment or other obligations under this Guarantee Agreement; provided,
          that  except  with  respect to a default  in payment of any  Guarantee
          Payments, the Guarantor shall have received notice of default from the
          Guarantee  Trustee and shall not have cured such default within thirty
          (30) days after receipt of such notice.

               "Guarantee    Payments"   means   the   following   payments   or
          distributions,  without  duplication,  with  respect to the  Preferred
          Securities,  to the  extent  not paid or made by or on  behalf  of the
          Issuer:  (i) any accumulated and unpaid  Distributions  (as defined in
          the Trust Agreement) required to be paid on the Preferred  Securities,
          to the extent the Issuer shall have funds on hand  available  therefor
          at such  time,  (ii) the  Redemption  Price (as  defined  in the Trust
          Agreement) with respect to any Preferred  Securities to the extent the
          Issuer shall have funds on hand  available  therefor at such time, and
          (iii)  upon a  voluntary  or  involuntary  termination,  winding up or
          liquidation  of  the  Issuer,  unless  Notes  are  distributed  to the
          Holders,  the lesser of (a) the aggregate of the Liquidation Amount of
          $1,000   per   Preferred   Security   plus   accumulated   and  unpaid
          Distributions on the Preferred  Securities to the date of payment,  to
          the extent that the Issuer shall have funds available therefor at such
          time and (b) the  amount of assets of the Issuer  remaining  available
          for  distribution  to  Holders  in  liquidation  of the  Issuer  after
          satisfaction  of  liabilities to creditors of the Issuer in accordance
          with applicable law (in either case, the "Liquidation Distribution").
<PAGE>

               "Guarantee   Trustee"  means  Wilmington  Trust  Company  in  its
          capacity as trustee hereunder, until a Successor Guarantee Trustee, as
          defined below,  has been  appointed and has accepted such  appointment
          pursuant  to the terms of this  Guarantee  Agreement,  and  thereafter
          means each such Successor Guarantee Trustee.

               "Holder" means any holder, as registered on the books and records
          of the  Issuer,  of  any  Preferred  Securities;  provided,  that,  in
          determining  whether  the  holders  of  the  requisite  percentage  of
          Preferred Securities have given any request, notice, consent or waiver
          hereunder,  "Holder"  shall not include the  Guarantor,  the Guarantee
          Trustee or any Affiliate of the Guarantor or the Guarantee Trustee.

               "Indenture" means the Junior Subordinated Indenture,  dated as of
          the date hereof,  as supplemented  and amended,  between the Guarantor
          and Wilmington Trust Company, as trustee.

               "List of Holders" has the meaning specified in Section 2.1.

               "Majority  in  Liquidation  Amount of the  Preferred  Securities"
          means a vote by the Holder(s),  voting  separately as a class, of more
          than fifty percent (50%) of the  aggregate  Liquidation  Amount of all
          then outstanding Preferred Securities issued by the Issuer.

               "Obligations"  means any costs,  expenses or liabilities (but not
          including  liabilities  related  to taxes) of the  Issuer,  other than
          obligations  of the Issuer to pay to  holders of any Trust  Securities
          the  amounts  due such  holders  pursuant  to the  terms of the  Trust
          Securities.

               "Officers'  Certificate"  means,  with  respect to any Person,  a
          certificate  signed by the Chief  Executive  Officer,  Chief Financial
          Officer,  President or a Vice  President  of such  Person,  and by the
          Treasurer,  an  Assistant  Treasurer,  the  Secretary  or an Assistant
          Secretary of such Person, and delivered to the Guarantee Trustee.  Any
          Officers'  Certificate  delivered  with respect to  compliance  with a
          condition or covenant provided for in this Guarantee  Agreement (other
          than the certificate provided pursuant to Section 2.4) shall include:

               (a)  a  statement   that  each  officer   signing  the  Officers'
          Certificate  has  read  the  covenant or condition and the definitions
          relating thereto;

               (b)  a brief statement of the nature and scope of the examination
          or investigation undertaken by each officer in rendering the Officers'
          Certificate;

               (c)  a statement that each officer has made such  examination  or
          investigation  as, in such officer's  opinion,  is necessary to enable
          such officer to express an informed  opinion as to whether or not such
          covenant or condition has been complied with; and

               (d)  a statement as to whether,  in the opinion of each  officer,
          such condition or covenant has been complied with.

               "Person"  means  a  legal  person,   including  any   individual,
          corporation,  estate, partnership,  joint venture, association,  joint
          stock  company,  limited  liability  company,  trust,   unincorporated
          association, government or any agency or political subdivision thereof
          or any other entity of whatever nature.

               "Responsible  Officer"  means,  with  respect  to  the  Guarantee
          Trustee, any Senior Vice President,  any Vice President, any Assistant
          Vice President, the Secretary, any Assistant Secretary, the Treasurer,
          any Assistant  Treasurer,  any Financial Services Officer or Assistant
          Financial Services Officer or any other officer in the Corporate Trust
          Office of the  Guarantee  Trustee with direct  responsibility  for the
          administration  of this  Guarantee  Agreement  and  also  means,  with
          respect to a particular  corporate trust matter,  any other officer to
          whom such matter is referred  because of that  officer's  knowledge of
          and familiarity with the particular subject.
<PAGE>

               "Senior Debt" means the principal of and any premium and interest
          on (including interest accruing on or after the filing of any petition
          in bankruptcy or for reorganization  relating to the Guarantor whether
          or not such  claim  for  post-petition  interest  is  allowed  in such
          proceeding) all Debt of the Guarantor, whether incurred on or prior to
          the  date  of the  Indenture  or  thereafter  incurred,  unless  it is
          provided in the instrument creating or evidencing the same or pursuant
          to which  the  same is  outstanding,  that  such  obligations  are not
          superior in right of payment to the  Preferred  Securities;  provided,
          however,  that if the  Guarantor  is  subject  to the  regulation  and
          supervision  of an  "appropriate  Federal  banking  agency" within the
          meaning of 12 U.S.C.  1813(q),  the Guarantor  shall have received the
          approval of such  appropriate  Federal banking agency prior to issuing
          any such  obligation if not  otherwise  generally  approved;  provided
          further, that Senior Debt shall not include any other debt securities,
          and guarantees in respect of such debt securities, issued to any trust
          other than the Issuer (or a trustee  of such  trust),  partnership  or
          other entity affiliated with the Guarantor that is a financing vehicle
          of the  Guarantor  (a  "financing  entity"),  in  connection  with the
          issuance  by such  financing  entity  of  equity  securities  or other
          securities  that are treated as equity capital for regulatory  capital
          purposes  guaranteed by the Guarantor  pursuant to an instrument  that
          ranks pari passu with or junior in right of payment to this  Guarantee
          Agreement,  including, without limitation,  securities issued by First
          Preferred  Capital  Trust IV,  First Bank  Capital  Trust,  First Bank
          Statutory  Trust,  First Bank Statutory Trust II, First Bank Statutory
          Trust III, First Bank Statutory  Trust IV, First Bank Statutory  Trust
          V, First Bank Statutory Trust VI and First Bank Statutory Trust VII.

               "Successor Guarantee Trustee" means a successor Guarantee Trustee
          possessing  the  qualifications  to act  as  Guarantee  Trustee  under
          Section 4.1.

               "Trust  Indenture Act" means the Trust  Indenture Act of 1939, as
          amended and as in effect on the date of this Guarantee Agreement.

Capitalized  or otherwise  defined terms used but not otherwise  defined  herein
shall have the  meanings  assigned  to such terms in the Trust  Agreement  as in
effect on the date hereof.

                                   ARTICLE II

                                    REPORTS

          SECTION 2.1 List of Holders.

          The Guarantor  shall furnish or cause to be furnished to the Guarantee
Trustee at such times as the  Guarantee  Trustee may request in writing,  within
thirty (30) days after the receipt by the Guarantor of any such request, a list,
in such form as the Guarantee Trustee may reasonably  require,  of the names and
addresses  of the  Holders  (the "List of  Holders")  as of a date not more than
fifteen (15) days prior to the time such list is furnished,  in each case to the
extent such  information is in the possession or control of the Guarantor and is
not identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders  previously given to it on receipt of a new List
of Holders.

          SECTION 2.2 Periodic Reports to the Guarantee Trustee.

          The  Guarantor  shall  deliver to the  Guarantee  Trustee,  within one
hundred and twenty (120) days after the end of each fiscal year of the Guarantor
ending after the date of this  Guarantee  Agreement,  an  Officers'  Certificate
covering the preceding  fiscal year,  stating whether or not to the knowledge of
the signers thereof the Guarantor is in default in the performance or observance
of any of the terms or  provisions or any of the  conditions  of this  Guarantee
Agreement  (without  regard  to any  period  of grace or  requirement  of notice
provided  hereunder)  and,  if  the  Guarantor  shall  be  in  default  thereof,
specifying  all such  defaults  and the nature and status  thereof of which they
have knowledge.
<PAGE>

          SECTION 2.3 Event of Default; Waiver.

          The  Holders  of a Majority  in  Liquidation  Amount of the  Preferred
Securities  may, on behalf of the  Holders,  waive any past Event of Default and
its  consequences.  Upon such waiver,  any such Event of Default  shall cease to
exist,  and any Event of Default arising  therefrom shall be deemed to have been
cured, for every purpose of this Guarantee  Agreement,  but no such waiver shall
extend to any  subsequent  or other  default  or Event of  Default or impair any
right consequent therefrom.

          SECTION 2.4 Event of Default; Notice.

               (a)  The Guarantee Trustee  shall,  within ninety (90) days after
          the  occurrence of a default,  transmit to the Holders  notices of all
          defaults actually known to the Guarantee Trustee, unless such defaults
          have been cured or waived before the giving of such notice,  provided,
          that,  except in the case of a default in the  payment of a  Guarantee
          Payment,  the Guarantee Trustee shall be protected in withholding such
          notice  if and so  long  as the  Board  of  Directors,  the  executive
          committee  or  a  trust  committee  of  directors  and/or  Responsible
          Officers of the  Guarantee  Trustee in good faith  determine  that the
          withholding of such notice is in the interests of the Holders. For the
          purpose of this Section 2.4, the term  "default"  means any event that
                          -----------
          is, or after notice or lapse of time or both would become, an Event of
          Default.

               (b)  The Guarantee Trustee shall not be deemed to have  knowledge
          of any default or Event of Default unless the Guarantee  Trustee shall
          have received  written notice,  or a Responsible  Officer charged with
          the  administration  of this Guarantee  Agreement  shall have received
          written notice, of such default or Event of Default from the Guarantor
          or a Holder.

                                  ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

          SECTION 3.1 Powers and Duties of the Guarantee Trustee.

               (a)  This  Guarantee  Agreement  shall  be held by the  Guarantee
          Trustee  for the benefit of the  Holders,  and the  Guarantee  Trustee
          shall not transfer  this  Guarantee  Agreement to any Person  except a
          Holder  exercising  its  rights  pursuant  to  Section  5.4(d) or to a
          Successor   Guarantee   Trustee  upon  acceptance  by  such  Successor
          Guarantee  Trustee of its  appointment  to act as Successor  Guarantee
          Trustee.  The right, title and interest of the Guarantee Trustee shall
          automatically vest in any Successor Guarantee Trustee, upon acceptance
          by such Successor Guarantee Trustee of its appointment hereunder,  and
          such vesting and cessation of title shall be effective  whether or not
          conveyancing  documents  have been executed and delivered  pursuant to
          the appointment of such Successor Guarantee Trustee.

               (b)  The rights, immunities,  duties and  responsibilities of the
          Guarantee Trustee shall be as provided by this Guarantee Agreement and
          there shall be no other duties or obligations,  express or implied, of
          the Guarantee Trustee. Notwithstanding the foregoing, no provisions of
          this Guarantee Agreement shall require the Guarantee Trustee to expend
          or risk its own funds or otherwise  incur any  financial  liability in
          the performance of any of its duties hereunder,  or in the exercise of
          any of its rights or powers,  if it shall have reasonable  grounds for
          believing that repayment of such funds or adequate  indemnity  against
          such risk or liability is not reasonably assured to it. Whether or not
          herein  expressly  so  provided,  every  provision  of this  Guarantee
          Agreement  relating to the conduct or  affecting  the  liability of or
          affording  protection to the Guarantee Trustee shall be subject to the
          provisions  of this  Section  3.1.  To the extent  that,  at law or in
                               ------------
          equity,  the Guarantee Trustee has duties and liabilities  relating to
          the  Guarantor  or the Holders,  the  Guarantee  Trustee  shall not be
          liable to any Holder for the Guarantee  Trustee's  good faith reliance
          on the provisions of this Guarantee Agreement.  The provisions of this
          Guarantee  Agreement,  to the extent that they restrict the duties and
          liabilities of the Guarantee Trustee  otherwise  existing at law or in
          equity,  are agreed by the  Guarantor  and the Holders to replace such
          other duties and liabilities of the Guarantee Trustee.
<PAGE>

               (c)  No provision of this Guarantee  Agreement shall be construed
          to relieve the Guarantee  Trustee from liability for its own negligent
          action,  negligent  failure to act or own willful  misconduct,  except
          that:

                    (i)    the Guarantee  Trustee  shall  not be  liable for any
               error of judgment made in good faith by a Responsible  Officer of
               the  Guarantee  Trustee,  unless  it shall be  proved  that  such
               Responsible  Officer of the  Guarantee  Trustee or the  Guarantee
               Trustee was negligent in  ascertaining  the pertinent  facts upon
               which such judgment was made; and

                    (ii)   the  Guarantee  Trustee  shall  not  be  liable  with
               respect to any action taken or omitted to  be taken by it in good
               faith in accordance with the direction of the Holders of not less
               than a  Majority   in   Liquidation   Amount  of   the  Preferred
               Securities relating to the time, method and place  of  conducting
               any proceeding for any remedy available to the Guarantee Trustee,
               or exercising any trust or power  conferred  upon  the  Guarantee
               Trustee under this Guarantee Agreement.

          SECTION 3.2 Certain Rights of the Guarantee Trustee.

               (a)  Subject to the provisions of Section 3.1:
                                                 -----------

                    (i)    the Guarantee Trustee may conclusively rely and shall
               be fully  protected in acting or  refraining  from acting in good
               faith  and  in   accordance   with  the  terms  hereof  upon  any
               resolution,  certificate, statement, instrument, opinion, report,
               notice,  request,  direction,  consent,  order, bond,  debenture,
               note,  other evidence of  indebtedness or other paper or document
               reasonably  believed by it to be genuine and to have been signed,
               sent or presented by the proper party or parties;

                    (ii)   any direction or act of the Guarantor contemplated by
               this Guarantee  Agreement shall be  sufficiently  evidenced by an
               Officers' Certificate unless otherwise prescribed herein;

                    (iii)  the Guarantee Trustee may consult with  counsel,  and
               the  advice  of  such   counsel   shall  be  full  and   complete
               authorization  and  protection  in respect  of any action  taken,
               suffered or omitted to be taken by it hereunder in good faith and
               in reliance  thereon and in  accordance  with such  advice.  Such
               counsel may be counsel to the Guarantee Trustee, the Guarantor or
               any of its  Affiliates  and  may  be  one of its  employees.  The
               Guarantee  Trustee  shall  have  the  right  at any  time to seek
               instructions  concerning  the  administration  of this  Guarantee
               Agreement from any court of competent jurisdiction;

                    (iv)   the Guarantee Trustee shall be under no obligation to
               exercise  any  of the  rights  or  powers  vested  in it by  this
               Guarantee  Agreement  at the request or  direction of any Holder,
               unless such Holder shall have provided to the  Guarantee  Trustee
               reasonable  security or  indemnity  against  the costs,  expenses
               (including   reasonable   attorneys'   fees  and   expenses)  and
               liabilities  that might be incurred by it in complying  with such
               request or direction,  including such reasonable  advances as may
               be requested by the Guarantee  Trustee;  provided,  that, nothing
               contained  in this Section  3.2(a)(iv)  shall be taken to relieve
                                           ----------
               the  Guarantee  Trustee,  upon  the  occurrence  of an  Event  of
               Default,  of its  obligation  to  exercise  the rights and powers
               vested in it by this Guarantee Agreement;

                    (v)    the Guarantee Trustee shall  not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate,  statement,  instrument,  opinion,  report,  notice,
               request, direction,  consent, order, bond, debenture, note, other
               evidence  of  indebtedness  or other paper or  document,  but the
               Guarantee  Trustee,  in its  discretion,  may make  such  further
               inquiry or investigation into such facts or matters as it may see
               fit;
<PAGE>

                    (vi)   the Guarantee Trustee  may  execute any of the trusts
               or  powers  hereunder or  perform  any  duties  hereunder  either
               directly or by or through its agents,  attorneys,  custodians  or
               nominees and the Guarantee Trustee shall not be  responsible  for
               any  misconduct  or  negligence  on  the  part of any such agent,
               attorney,  custodian  or  nominee  appointed  with due care by it
               hereunder;

                    (vii)  whenever in  the  administration  of  this  Guarantee
               Agreement  the  Guarantee  Trustee  shall  deem it  desirable  to
               receive  instructions  with  respect to  enforcing  any remedy or
               right   hereunder,   the   Guarantee   Trustee  (A)  may  request
               instructions from the Holders of a Majority in Liquidation Amount
               of the Preferred Securities,  (B) may refrain from enforcing such
               remedy  or  right  or  taking  such  other   action   until  such
               instructions are received and (C) shall be protected in acting in
               accordance with such instructions;

                    (viii) except  as   otherwise  expressly  provided  by  this
               Guarantee Agreement, the Guarantee Trustee shall not be under any
               obligation  to take any action  that is  discretionary  under the
               provisions of this Guarantee Agreement;

                    (ix)   whenever, in the  administration  of  this  Guarantee
               Agreement,  the Guarantee  Trustee shall deem it desirable that a
               matter be proved  or  established  before  taking,  suffering  or
               omitting  to take any action  hereunder,  the  Guarantee  Trustee
               (unless other evidence is herein specifically prescribed) may, in
               the  absence of bad faith on its part,  request  and rely upon an
               Officers'  Certificate  which,  upon receipt of such request from
               the  Guarantee  Trustee,  shall  be  promptly  delivered  by  the
               Guarantor; and

                    (x)    the  Guarantee  Trustee  shall have no duty to see to
               any recording, filing or registration of any instrument  or other
               writing (or any rerecording, refiling or reregistration thereof).

              (b)  No  provision  of this  Guarantee  Agreement  shall be deemed
          to impose any duty or obligation on the  Guarantee  Trustee to perform
          any  act or  acts  or  exercise  any right,  power, duty or obligation
          conferred or imposed on it in any  jurisdiction in  which it  shall be
          illegal, or in which the  Guarantee  Trustee shall be  unqualified  or
          incompetent  in accordance  with  applicable  law, to perform any such
          act or acts or to  exercise any such right, power, duty or obligation.
          No permissive power  or authority  available to the  Guarantee Trustee
          shall be construed to  be  a duty to act in accordance with such power
          and authority.

          SECTION 3.3 Compensation.

          The Guarantor agrees to pay to the Guarantee Trustee from time to time
reasonable  compensation  for  all  services  rendered  by it  hereunder  (which
compensation  shall not be  limited  by any  provisions  of law in regard to the
compensation  of a trustee of an express trust) in accordance  with the terms of
the Fee  Agreement,  dated as of February 23, 2007, by and between the Guarantee
Trustee and the Guarantor  and to reimburse  the Guarantee  Trustee upon request
for  all  reasonable   expenses,   disbursements  and  advances  (including  the
reasonable  fees and expenses of its attorneys  and agents)  incurred or made by
the  Guarantee  Trustee in  accordance  with any  provisions  of this  Guarantee
Agreement.

          SECTION 3.4 Indemnity.

          The  Guarantor  agrees to indemnify  and hold  harmless the  Guarantee
Trustee (including in its individual capacity) and any of its Affiliates and any
of their officers, directors, shareholders, employees, representatives or agents
from and against any loss, damage,  liability, tax (other than income, franchise
or other  taxes  imposed on amounts  paid  pursuant  to Section  3.3),  penalty,
                                                        ------------
expense or claim of any kind or nature whatsoever  incurred without  negligence,
bad faith or willful  misconduct  on its part,  arising out of or in  connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and  expenses  of  defending  itself  against  any claim or  liability  in
connection  with the  exercise or  performance  of any of its rights,  powers or
duties  hereunder.  The  Guarantee  Trustee  will not claim or exact any lien or
charge on any Guarantee  Payments as a result of any amount due to it under this
Guarantee  Agreement.  This  indemnity  shall  survive the  termination  of this
Agreement or the resignation or removal of the Guarantee Trustee.
<PAGE>

          In no event shall the  Guarantee  Trustee be liable for any  indirect,
special,  punitive  or  consequential  loss or  damage  of any kind  whatsoever,
including,  but not limited to, lost profits,  even if the Guarantee Trustee has
been advised of the likelihood of such loss or damage and regardless of the form
of action.

          In no event shall the  Guarantee  Trustee be liable for any failure or
delay in the performance of its obligations  hereunder  because of circumstances
beyond its  control,  including,  but not limited to,  acts of God,  flood,  war
(declared or undeclared),  terrorism,  fire, riot, embargo or government action,
including any laws,  ordinances,  regulations,  governmental  action or the like
which delay,  restrict or prohibit the providing of the services contemplated by
this Guarantee Agreement.

          SECTION 3.5 Securities.

          The Guarantee Trustee or any other agent of the Guarantee Trustee,  in
its individual or any other capacity,  may become the owner or pledgee of Common
or Preferred Securities.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

          SECTION 4.1 Guarantee Trustee; Eligibility.

               (a) There shall at all times be a Guarantee Trustee which shall:

                    (i)   not be an Affiliate of the Guarantor; and

                    (ii)  be  a  corporation  organized and doing business under
               the laws of the United States or of any State thereof, authorized
               to exercise corporate trust powers, having a combined capital and
               surplus of at least fifty million dollars ($50,000,000),  subject
               to supervision  or examination by Federal or State  authority and
               having an office within the United  States.  If such  corporation
               publishes reports of condition at least annually, pursuant to law
               or  to  the   requirements  of  such   supervising  or  examining
               authority,  then,  for  the  purposes  of  this Section 4.1,  the
                                                               -----------
               combined capital and surplus of such corporation  shall be deemed
               to be its  combined  capital and surplus as set forth in its most
               recent report of condition so published.

               (b) If at any  time  the  Guarantee  Trustee  shall  cease  to be
          eligible to so act under Section 4.1(a),  the Guarantee  Trustee shall
                                   --------------
          immediately  resign  in the  manner  and  with the  effect  set out in
          Section 4.2(c).
          --------------

               (c)  If  the   Guarantee   Trustee  has  or  shall   acquire  any
          "conflicting  interest"  within the  meaning of Section  310(b) of the
          Trust Indenture Act, the Guarantee Trustee shall either eliminate such
          interest  or  resign  in the  manner  and with the  effect  set out in
          Section 4.2(c).
          --------------

          SECTION 4.2  Appointment,  Removal and  Resignation  of the  Guarantee
Trustee.

               (a)  Subject to Section  4.2(b),  the  Guarantee  Trustee  may be
                               ---------------
          appointed  or  removed  without  cause at any  time by the  Guarantor,
          except during an Event of Default.

               (b)  The Guarantee Trustee shall not be removed until a Successor
          Guarantee Trustee has been appointed and has accepted such appointment
          by written instrument executed by such Successor Guarantee Trustee and
          delivered to the Guarantor.

               (c)  The Guarantee Trustee appointed  hereunder shall hold office
          until a Successor Guarantee Trustee shall have been appointed or until
          its  removal or  resignation.  The  Guarantee  Trustee may resign from
          office  (without  need  for  prior  or  subsequent  accounting)  by an
          instrument in writing executed by the Guarantee  Trustee and delivered
          to the  Guarantor,  which  resignation  shall not take effect  until a
          Successor  Guarantee  Trustee has been appointed and has accepted such
          appointment  by  instrument  in  writing  executed  by such  Successor
          Guarantee  Trustee and  delivered to the  Guarantor  and the resigning
          Guarantee Trustee.


<PAGE>

               (d)  If no Successor Guarantee  Trustee shall have been appointed
          and accepted appointment as provided in this Section 4.2 within thirty
                                                       -----------
          (30)  days  after  delivery  to  the  Guarantor  of an  instrument  of
          resignation,  the resigning  Guarantee  Trustee may  petition,  at the
          expense of the  Guarantor,  any court of  competent  jurisdiction  for
          appointment  of  a  Successor   Guarantee  Trustee.   Such  court  may
          thereupon,  after  prescribing  such  notice,  if any,  as it may deem
          proper, appoint a Successor Guarantee Trustee.

                                   ARTICLE V

                                   GUARANTEE

          SECTION 5.1 Guarantee.

               (a)  The Guarantor irrevocably and unconditionally  agrees to pay
          in full to the Holders the Guarantee Payments (without  duplication of
          amounts  theretofore paid by or on behalf of the Issuer),  as and when
          due,  regardless of any defense  (except for the defense of payment by
          the  Issuer),  right of set-off or  counterclaim  which the Issuer may
          have or assert. The Guarantor's obligation to make a Guarantee Payment
          may be  satisfied  by direct  payment of the  required  amounts by the
          Guarantor  to the Holders or by causing the Issuer to pay such amounts
          to the Holders.  The Guarantor shall give prompt written notice to the
          Guarantee  Trustee  in the event it makes any  direct  payment  to the
          Holders hereunder.

               (b)  The Guarantor  hereby  also  agrees  to  assume  any and all
          Obligations  of the Issuer,  and, in the event any such  Obligation is
          not so  assumed,  subject  to the terms  and  conditions  hereof,  the
          Guarantor hereby  irrevocably and  unconditionally  guarantees to each
          Beneficiary  the  full  payment,  when  and as  due,  of any  and  all
          Obligations  to such  Beneficiaries.  This Guarantee is intended to be
          for the  Beneficiaries  who have received  notice hereof.

          SECTION 5.2 Waiver of Notice and Demand.

          The  Guarantor  hereby  waives  notice of  acceptance of the Guarantee
Agreement  and of any  liability to which it applies or may apply,  presentment,
demand  for  payment,  any  right to  require a  proceeding  first  against  the
Guarantee  Trustee,  Issuer or any other Person  before  proceeding  against the
Guarantor,  protest,  notice  of  nonpayment,  notice  of  dishonor,  notice  of
redemption and all other notices and demands.

          SECTION 5.3 Obligations Not Affected.

          The  obligations,  covenants,  agreements  and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

               (a)  the release or waiver, by operation of law or otherwise,  of
          the  performance or observance by the Issuer of any express or implied
          agreement,  covenant,  term or  condition  relating  to the  Preferred
          Securities to be performed or observed by the Issuer;

               (b)  the extension of time  for the  payment by the Issuer of all
          or any portion of the  Distributions  (other than an extension of time
          for payment of Distributions that results  from the  extension  of any
          interest  payment  period on the Notes as provided in the  Indenture),
          Redemption Price,  Liquidation  Distribution or any other sums payable
          under the terms of the  Preferred  Securities or the extension of time
          for the performance of any other obligation under,  arising out of, or
          in connection with, the Preferred Securities;

               (c)  any  failure, omission, delay  or  lack  of diligence on the
          part  of  the  Holders  to  enforce,  assert or  exercise   any right,
          privilege,  power or remedy  conferred  on the Holders pursuant to the
          terms of the  Preferred  Securities, or  any action on the part of the
          Issuer granting indulgence or extension of any kind;

               (d)  the voluntary or involuntary liquidation,  dissolution, sale
          of any collateral,  receivership,  insolvency,  bankruptcy, assignment
          for the benefit of creditors, reorganization, arrangement, composition
          or  readjustment of debt of, or other similar  proceedings  affecting,
          the Issuer or any of the assets of the Issuer;

               (e)  any invalidity of, or defect or deficiency in, the Preferred
          Securities;

               (f)  the settlement or compromise  of any  obligation  guaranteed
          hereby or hereby incurred; or
<PAGE>

               (g)  any  other  circumstance  whatsoever  that  might  otherwise
          constitute a legal or  equitable  discharge or defense of a guarantor,
          it being the intent of this  Section 5.3 that the  obligations  of the
                                       -----------
          Guarantor  hereunder shall be absolute and unconditional under any and
          all circumstances.

          There  shall be no  obligation  of the  Holders to give  notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of the
foregoing.

          SECTION 5.4 Rights of Holders.

          The  Guarantor   expressly   acknowledges  that:  (a)  this  Guarantee
Agreement  will be  deposited  with  the  Guarantee  Trustee  to be held for the
benefit of the Holders;  (b) the Guarantee Trustee has the right to enforce this
Guarantee  Agreement on behalf of the Holders;  (c) the Holders of a Majority in
Liquidation  Amount of the  Preferred  Securities  have the right to direct  the
time,  method and place of conducting any proceeding for any remedy available to
the Guarantee  Trustee in respect of this Guarantee  Agreement or exercising any
trust or power  conferred  upon  the  Guarantee  Trustee  under  this  Guarantee
Agreement;  and (d) any Holder may institute a legal proceeding directly against
the  Guarantor to enforce its rights  under this  Guarantee  Agreement,  without
first instituting a legal proceeding against the Guarantee  Trustee,  the Issuer
or any other Person.

          SECTION 5.5 Guarantee of Payment.

          This  Guarantee  Agreement  creates a guarantee  of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without  duplication of amounts theretofore paid
by the Issuer) or upon distribution of Notes to Holders as provided in the Trust
Agreement.

          SECTION 5.6 Subrogation.

          The  Guarantor  shall  be  subrogated  to all (if any)  rights  of the
Holders  against the Issuer in respect of any amounts paid to the Holders by the
Guarantor  under  this  Guarantee  Agreement  and shall  have the right to waive
payment by the Issuer  pursuant to Section 5.1;  provided,  that,  the Guarantor
                                   -----------
shall not (except to the extent  required  by  mandatory  provisions  of law) be
entitled to enforce or exercise any rights it may acquire by way of  subrogation
or any indemnity,  reimbursement or other agreement, in all cases as a result of
payment under this Guarantee Agreement, if, at the time of any such payment, any
amounts are due and unpaid under this Guarantee  Agreement.  If any amount shall
be paid to the Guarantor in violation of the preceding  sentence,  the Guarantor
agrees to hold such  amount in trust for the Holders and to pay over such amount
to the Holders.

          SECTION 5.7 Independent Obligations.

          The  Guarantor   acknowledges  that  its  obligations   hereunder  are
independent  of the  obligations  of the Issuer  with  respect to the  Preferred
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3.
                               -----------

          SECTION 5.8 Enforcement.

         A Beneficiary may enforce the Obligations of the Guarantor contained in
Section 5.1(b) directly  against the  Guarantor, and  the Guarantor  waives  any
--------------
right or remedy to require that any action be brought against the Issuer  or any
other person or entity before proceeding against the Guarantor.
<PAGE>

                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

          SECTION 6.1 Dividends, Distributions and Payments.

          So long as any Preferred Securities remain outstanding, if there shall
have occurred and be continuing an Event of Default or the Guarantor  shall have
entered  into an  Extension  Period as provided  for in the  Indenture  and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Guarantor may not (a) declare or pay any dividends or  distributions  on, or
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
the  Guarantor's  Equity  Interests (as defined in the  Indenture),  (b) vote in
favor of or permit or otherwise allow any of its Subsidiaries (as defined in the
Indenture)  to  declare or pay any  dividends  or  distributions  on, or redeem,
purchase,  acquire or make a  liquidation  payment  with respect to or otherwise
retire, any of such Subsidiary's  Equity Interests entitling the holders thereof
to a stated  rate of return  other than  dividends  or  distributions  on Equity
Interests payable to the Guarantor or any Subsidiary  thereof (for the avoidance
of doubt, whether such Equity Interests are perpetual or otherwise), or (c) make
any payment of principal  of or any interest or premium on or repay,  repurchase
or redeem  any debt  securities  of the  Guarantor  that rank pari  passu in all
respects with or junior in interest to the junior  subordinated  notes issued by
the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions
or other  acquisitions  of Equity  Interests of the Guarantor in connection with
(1) any employment  contract,  benefit plan or other similar arrangement with or
for  the  benefit  of  any  one  or  more  employees,   officers,  directors  or
consultants,  (2) a dividend  reinvestment  or  stockholder  stock  purchase  or
similar plan with respect to any Equity  Interests or (3) the issuance of Equity
Interests of the Guarantor (or securities  convertible  into or exercisable  for
such Equity  Interests) as consideration in an acquisition  transaction  entered
into  prior  to the  occurrence  of such  Event  of  Default  or the  applicable
Extension Period,  (ii) as a result of an exchange or conversion of any class or
series  of the  Guarantor's  Equity  Interests  (or any  Equity  Interests  of a
Subsidiary of the Guarantor) for any class or series of the  Guarantor's  Equity
Interests or any class of series of the Guarantor's  indebtedness  for any class
or series of the Guarantor's Equity Interests,  (iii) the purchase of fractional
interests in Equity  Interests of the  Guarantor  pursuant to the  conversion or
exchange  provisions of such Equity Interests or the security being converted or
exchanged,  (iv) any  declaration  of a dividend in  connection  with any rights
plan,  the  issuance of rights,  Equity  Interests or other  property  under any
rights plan or the redemption or repurchase of rights pursuant  thereto,  or (v)
any dividend in the form of Equity Interests,  warrants, options or other rights
where the  dividend  Equity  Interests  or the Equity  Interests  issuable  upon
exercise of such warrants, options or other rights are the same Equity Interests
as those on which the  dividend  is being paid or rank pari passu with or junior
to such Equity Interests).

          SECTION 6.2 Subordination.

          The obligations of the Guarantor  under this Guarantee  Agreement will
constitute unsecured  obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt of the Guarantor.

          SECTION 6.3 Pari Passu Guarantees.

               (a)  The  obligations  of  the  Guarantor  under  this  Guarantee
          Agreement  shall rank pari passu with the obligations of the Guarantor
          under any similar  guarantee  agreements  issued by the Guarantor with
          respect to  preferred  securities  (if any)  similar to the  Preferred
          Securities,  issued by trusts other than the Issuer  established or to
          be  established by the Guarantor (if any), in each case similar to the
          Issuer, including, without limitation, the guarantee agreements issued
          by the Guarantor  with respect to the preferred  securities  issued by
          First Preferred Capital Trust IV, First Bank Capital Trust, First Bank
          Statutory  Trust,  First Bank Statutory Trust II, First Bank Statutory
          Trust III, First Bank Statutory  Trust IV, First Bank Statutory  Trust
          V, First Bank Statutory Trust VI and First Bank Statutory Trust VII.

               (b) The right of the Guarantor to participate in any distribution
          of  assets  of any of its  subsidiaries  upon  any  such  subsidiary's
          liquidation  or  reorganization  or  otherwise is subject to the prior
          claims of  creditors  of that  subsidiary,  except to the  extent  the
          Guarantor may itself be  recognized as a creditor of that  subsidiary.
          Accordingly,  the Guarantor's obligations under this Guarantee will be
          effectively subordinated to all existing and future liabilities of the
          Guarantor's subsidiaries, and claimants should look only to the assets
          of the Guarantor for payments hereunder. This Guarantee does not limit
          the  incurrence or issuance of other secured or unsecured  debt of the
          Guarantor, including Senior Debt of the Guarantor, under any indenture
          or  agreement  that the  Guarantor  may  enter  into in the  future or
          otherwise.


<PAGE>

                                  ARTICLE VII

                                  TERMINATION

          SECTION 7.1 Termination.

          This Guarantee  Agreement  shall  terminate and be of no further force
and  effect  upon (a) full  payment  of the  Redemption  Price of all  Preferred
Securities,  (b) the distribution of Notes to the Holders in exchange for all of
the  Preferred  Securities  or (c)  full  payment  of  the  amounts  payable  in
accordance   with  the  Trust   Agreement   upon   liquidation  of  the  Issuer.
Notwithstanding  the  foregoing,  this  Guarantee  Agreement will continue to be
effective or will be  reinstated,  as the case may be, if at any time any Holder
must restore  payment of any sums paid with respect to Preferred  Securities  or
this Guarantee  Agreement.  The  obligations of the Guarantor under Sections 3.3
                                                                    ------------
and 3.4 shall survive any such termination or the resignation and removal of the
    ---
Guarantee Trustee.

                                  ARTICLE VIII

                                  MISCELLANEOUS

          SECTION 8.1 Successors and Assigns.

          All guarantees and  agreements  contained in this Guarantee  Agreement
shall bind the successors,  assigns, receivers,  trustees and representatives of
the  Guarantor  and shall inure to the  benefit of the Holders of the  Preferred
Securities then outstanding.  Except in connection with a consolidation,  merger
or sale  involving  the  Guarantor  that is permitted  under Article VIII of the
Indenture and pursuant to which the  successor or assignee  agrees in writing to
perform the Guarantor's  obligations  hereunder,  the Guarantor shall not assign
its rights or delegate its obligations  hereunder  without the prior approval of
the Holders of a Majority in Liquidation Amount of the Preferred Securities.

          SECTION 8.2 Amendments.

          Except with  respect to any changes that do not  adversely  affect the
rights of the Holders in any  material  respect (in which case no consent of the
Holders will be required), this Guarantee Agreement may only be amended with the
prior  approval of the Guarantor,  the Guarantee  Trustee and the Holders of not
less than a Majority in  Liquidation  Amount of the  Preferred  Securities.  The
provisions of Article VI of the Trust Agreement  concerning meetings or consents
of the Holders shall apply to the giving of such approval.

          SECTION 8.3 Notices.

          Any notice, request or other communication required or permitted to be
given  hereunder  shall be in  writing,  duly  signed by the party  giving  such
notice, and delivered, telecopied or mailed by first class mail as follows:

               (a) if given to the Guarantor, to the address or facsimile number
          set forth  below or such  other  address,  facsimile  number or to the
          attention of such other Person as the  Guarantor may give by notice to
          the Guarantee Trustee and the Holders:

                           First Banks, Inc.
                           M1-199-015
                           600 James S. McDonnell Blvd.
                           Hazelwood, MO 63042
                           Facsimile No.: (314) 592-6621
                           Attention: General Counsel

               (b) if given to the Issuer,  at the Issuer's address or facsimile
          number set forth below or such other address,  facsimile  number or to
          the attention of such other Person as the Issuer may give by notice to
          the Guarantee Trustee and the Holders:

                           First Bank Statutory Trust VIII
                           c/o First Banks, Inc.
                           M1-199-015
                           600 James S. McDonnell Blvd.
                           Hazelwood, MO 63042
                           Facsimile No.: (314) 592-6621
                           Attention: General Counsel
<PAGE>

               (c) if  given  to  the  Guarantee  Trustee,  at  the  address  or
          facsimile  number  set forth  below or such other  address,  facsimile
          number or to the  attention  of such  other  Person  as the  Guarantee
          Trustee may give by notice to the Guarantor and the Holders:

                           Wilmington Trust Company
                           Rodney Square North, 1100 North Market Street
                           Wilmington, Delaware 19890-0001
                           Facsimile No.: (302) 636-4140
                           Attention: Corporate Capital Markets

               (d) if given to any Holder, at the address set forth on the books
          and records of the Issuer.

          All notices hereunder shall be deemed to have been given when received
in person,  telecopied  with receipt  confirmed,  or mailed by first class mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

          SECTION 8.4 Benefit.

          This Guarantee  Agreement is solely for the benefit of the Holders and
is not separately transferable from the Preferred Securities.

          SECTION 8.5 Governing Law.

          This Guarantee  Agreement and the rights and obligations of each party
hereto,  shall be construed and enforced in accordance  with and governed by the
laws  of the  State  of New  York  without  reference  to its  conflict  of laws
provisions (other than Section 5-1401 of the General Obligations Law).

          SECTION 8.6 Submission to Jurisdiction.

          ANY LEGAL ACTION OR  PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH
RESPECT  TO OR  ARISING  OUT OF THIS  GUARANTEE  AGREEMENT  MAY BE BROUGHT IN OR
REMOVED  TO THE  COURTS OF THE STATE OF NEW YORK,  IN AND FOR THE  COUNTY OF NEW
YORK, OR OF THE UNITED  STATES OF AMERICA FOR THE SOUTHERN  DISTRICT OF NEW YORK
(IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF
THIS GUARANTEE  AGREEMENT,  EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  THE  JURISDICTION  OF THE AFORESAID
COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR
IN CONNECTION WITH THIS GUARANTEE AGREEMENT.

          SECTION 8.7 Counterparts; Facsimile.

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall  together  constitute  but one and the  same  instrument.  Delivery  of an
executed  signature page of this Guarantee  Agreement by facsimile  transmission
shall be effective as delivery of a manually executed counterpart hereof.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]





<PAGE>


          IN WITNESS  WHEREOF,  the  undersigned  have executed  this  Guarantee
Agreement as of the date first above written.


                                       FIRST BANKS, INC.


                                       By:  /s/ Terrance M. McCarthy
                                           ------------------------------------
                                                Terrance M. McCarthy
                                                Senior Executive Vice President
                                                and Chief Operating Officer


                                       WILMINGTON TRUST COMPANY, not in its
                                       individual  capacity, but  solely as
                                       Guarantee Trustee


                                       By:  /s/ W. Thomas Morris II
                                           -------------------------------------
                                           Name:   W. Thomas Morris II
                                           Title:  Assistant Vice President