Exhibit 4.6
                          FIRST BANK STATUTORY TRUST V
                                FIRST BANKS, INC.

                             SUBSCRIPTION AGREEMENT

                                 April 28, 2006

     THIS  SUBSCRIPTION  AGREEMENT  (this  "Agreement")  made  among  First Bank
Statutory  Trust V (the "Trust"),  a statutory  trust created under the Delaware
Statutory  Trust Act  (Chapter 38 of Title 12 of the Delaware  Code,  12 Del. C.
ss.ss.  3801,  et seq.),  First Banks,  Inc., a Missouri  corporation,  with its
principal  offices  located  at 600 James S.  McDonnell  Boulevard,  Mail Stop -
M1-199-014,  Hazelwood, Missouri 63042 (the "Company" and, collectively with the
Trust,  the  "Offerors"),  and First  Tennessee Bank National  Association  (the
"Purchaser").

                                    RECITALS:

     A.     The Trust desires to  issue  20,000  of its  Floating  Rate  Capital
Securities (the "Capital Securities"),  liquidation amount $1,000.00 per Capital
Security,  representing  an undivided  beneficial  interest in the assets of the
Trust  (the  "Offering"),  to be issued  pursuant  to an  Amended  and  Restated
Declaration of Trust (the  "Declaration")  by and among the Company,  Wilmington
Trust Company ("WTC"),  the  administrators  named therein,  and the holders (as
defined therein),  which Capital  Securities are to be guaranteed by the Company
with respect to  distributions  and payments upon  liquidation,  redemption  and
otherwise pursuant to the terms of a Guarantee Agreement between the Company and
WTC, as trustee (the "Guarantee"); and

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

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

                                   ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1.   Upon the execution of this Agreement, the Purchaser hereby agrees to
purchase from the Trust 20,000 Capital  Securities at a price equal to $1,000.00
per Capital  Security (the  "Purchase  Price") and the Trust agrees to sell such
Capital  Securities to the Purchaser  for said  Purchase  Price.  The rights and
preferences  of the Capital  Securities  are set forth in the  Declaration.  The
Purchase Price is payable in immediately  available funds on April 28, 2006 (the
"Closing  Date").  The  Offerors  shall  provide  the  Purchaser  wire  transfer
instructions no later than 1 day following the date hereof.

     1.2.   As a condition  to its purchase of the Capital Securities, Purchaser
shall enter into the Joinder  Agreement to the Master Custodian  Agreement,  the
form of which is attached hereto as Exhibit A (the "Custodian  Agreement")  and,
in accordance  therewith,  the certificate for the Capital  Securities  shall be
delivered by the Trust on the Closing Date to the custodian in  accordance  with
the Custodian Agreement.  Purchaser shall not transfer the Capital Securities to
any  person  or  entity  except in  accordance  with the terms of the  Custodian
Agreement.
<PAGE>

     1.3.   The Placement  Agreement,  dated  April  27,  2006  (the  "Placement
Agreement"), among the Offerors and the placement agents identified therein (the
"Placement Agents") includes certain  representations and warranties,  covenants
and conditions to closing and certain other matters governing the Offering.  The
Placement  Agreement is hereby incorporated by reference into this Agreement and
the Purchaser shall be entitled to each of the benefits of the Placement  Agents
and the Purchaser under the Placement Agreement and shall be entitled to enforce
the  obligations of the Offerors  under such Placement  Agreement as fully as if
the Purchaser were a party to such Placement Agreement.

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

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

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

     2.2.   The Purchaser represents and warrants that,  except as  contemplated
under Section 1.4 hereof,  it is purchasing  the Capital  Securities for its own
account,  for  investment,  and not  with a view  to,  or for  offer  or sale in
connection with, any distribution  thereof in violation of the Securities Act or
other  applicable  securities  laws,  subject to any requirement of law that the
disposition  of its  property be at all times  within its control and subject to
its  ability  to  resell  such  Capital  Securities  pursuant  to  an  effective
registration  statement under the Securities Act or under Rule 144A or any other
exemption  from  registration  available  under the  Securities Act or any other
applicable securities law.

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

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

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

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

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

     2.8.   The  Purchaser  represents  and  warrants  that it is  acquiring the
Capital  Securities as principal for its own account for investment  and, except
as  contemplated  under Section 1.4 hereof,  not for sale in connection with any
distribution  thereof.  It was not formed solely for the purpose of investing in
the Capital Securities, and additional capital or similar contributions were not
specifically  solicited  from any person owning a beneficial  interest in it for
the purpose of enabling it to purchase any Capital Securities.  The Purchaser is
not a (i) partnership,  (ii) common trust fund or (iii) special trust,  pension,
profit  sharing or other  retirement  trust fund or plan in which the  partners,
beneficiaries  or  participants,  as  applicable,  may designate the  particular
investments to be made or the allocation of any investment  among such partners,
beneficiaries  or  participants,  and except as  contemplated  under Section 1.4
hereof, it agrees that it shall not hold the Capital  Securities for the benefit
of any other  person  and shall be the sole  beneficial  owner  thereof  for all
purposes  and that it shall  not sell  participation  interests  in the  Capital
Securities  or enter  into any  other  arrangement  pursuant  to which any other
person shall be entitled to a  beneficial  interest in the  distribution  on the
Capital Securities.  The Capital Securities  purchased directly or indirectly by
the Purchaser  constitute  an investment of no more than 40% of its assets.  The
Purchaser  understands  and agrees  that any  purported  transfer of the Capital
Securities to a purchaser which would cause the  representations  and warranties
of Section 2.6 and this Section 2.8 to be  inaccurate  shall be null and void ab
initio and the Offerors  retain the right to resell any Capital  Securities sold
to non-permitted transferees.

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

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

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

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

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

                                  ARTICLE III

                                 MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

                     Signatures appear on the following page



<PAGE>


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


FIRST TENNESSEE BANK NATIONAL ASSOCIATION


By: /s/ David S. Work
   --------------------------------------
Print Name: David S. Work
           ------------------------------
Title:      Executive Vice President
      -----------------------------------
                                              FIRST BANKS, INC.


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

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

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

                                              FIRST BANK STATUTORY TRUST V


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

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

                                              Title:  Administrator




<PAGE>

                       EXHIBIT A TO SUBSCRIPTION AGREEMENT
                       -----------------------------------

                           MASTER CUSTODIAN AGREEMENT

     This Master Custodian Agreement (this "Agreement") is made and entered into
as of May  27,  2004  by and  among  each  purchaser  (each  a  "Purchaser"  and
collectively the  "Purchasers")  that enters into a Joinder  Agreement  attached
hereto as Exhibit A (the  "Joinder  Agreement"),  Wilmington  Trust  Company,  a
Delaware banking  corporation (the "Custodian") and each issuing entity (each an
"Issuer" and collectively  the "Issuers") that enters into a Joinder  Agreement.
The  Purchasers  and  the  Issuers  are  sometimes  referred  to  herein  as the
"Interested Parties".

                                    RECITALS

     A.     The   Purchasers  intend  to  purchase from  the  Issuers  or  their
respective  statutory  business  trust  subsidiaries  Securities  issued by such
Issuers (the "Securities").

     B.     In order to facilitate any future  transfer of all or any portion of
the Securities by the Purchasers,  the Interested  Parties intend to provide for
the custody of the  Securities  and certain  other  securities  on the terms set
forth herein.

     C.     The Custodian is willing to hold and administer such  securities and
to distribute the securities  held by it in accordance with the agreement of the
Interested  Parties and/or  arbitral or judicial orders and decrees as set forth
in this Agreement.

     NOW,  THEREFORE,  in consideration  of the foregoing,  the mutual covenants
herein  contained  and  other  good and  valuable  consideration  (the  receipt,
adequacy  and  sufficiency  of which are hereby  acknowledged  by the parties by
their execution hereof), the parties agree as follows:

1.   Joinder Agreement. On  or  before  the  delivery  to  the  Custodian of any
     -----------------
Securities  issued by an Issuer,  such Issuer and the  applicable  Purchaser  or
Purchasers  shall enter into a Joinder  Agreement  substantially  in the form of
Exhibit A attached  hereto,  with such  additional  provisions as the Interested
Parties may wish to add from time to time. An executed copy of each such Joinder
Agreement  shall be  delivered  to the  Custodian on or before the date on which
such Issuer's  Securities are issued.  This Agreement and each Joinder Agreement
constitute the entire agreement among the Purchasers,  Issuers and the Custodian
pertaining to the subject matter hereof.

2.   Delivery of Securities. On or before each date on  which an  Issuer  enters
     ----------------------
into a Joinder Agreement:

     (a)    The applicable  Issuer shall  deliver   to  the  Custodian a signed,
     authenticated  certificate  representing  a  beneficial  interest  in  such
     Issuer's  Securities,  with the Purchaser  designated as owner thereof (the
     "Original Securities").  The Custodian shall have no responsibility for the
     genuineness,  validity, market value, title or sufficiency for any intended
     purpose of the Original Securities.

     (b)    The applicable  Issuer  shall  deliver to the Custodian five signed,
     unauthenticated and undated certificates with no holder designated, each of
     which when completed  representing  a beneficial  interest in such Issuer's
     Securities  (the  "Replacement  Securities").  The Custodian  shall have no
     responsibility  for the  genuineness,  validity,  market  value,  title  or
     sufficiency for any intended purpose of the Replacement Securities.
<PAGE>

3.   Timing of Release from Custody. Upon receipt of a signed transfer notice in
     ------------------------------
the  form  of  Exhibit B  to  be  delivered  in  connection with the Purchaser's
transfer of all or any portion of  an  Issuer's  Securities,  on  the  effective
date set forth in such transfer notice, the Custodian shall:

     (a)    Deliver  the  Original Securities  certificate  corresponding to the
     Issuer  identified in the transfer notice to Wilmington  Trust Company,  as
     Institutional  Trustee under the Amended and Restated Declaration of Trust,
     dated  as of the  date  of the  applicable  Joinder  Agreement,  among  the
     Institutional Trustee, the Issuer and the administrators named therein (the
     "Declaration")  or as Trustee under the Indenture,  dated as of the date of
     the applicable Joinder  Agreement,  between the Issuer and the Trustee (the
     "Indenture"),  as  applicable,  for the purpose of canceling the applicable
     Original  Securities  certificate  in  accordance  with  the  terms  of the
     Issuer's  Amended  and  Restated  Declaration  of  Trust or  Indenture,  as
     applicable; and

     (b)    Deliver the  Replacement  Securities certificate(s) corresponding to
     the Issuer  identified in the transfer  notice in the amount  designated in
     and in  accordance  with the transfer  notice for the purpose of completing
     and authenticating the applicable Replacement Securities  certificate(s) in
     accordance  with the terms of the Issuer's  Declaration  or  Indenture,  as
     applicable.

     The initial  term of this  Agreement  shall  be  one  year  (the   "Initial
     Term").  Unless FTN Financial  Capital Markets or Keefe,  Bruyette & Woods,
     Inc. shall  otherwise  notify the Custodian in writing,  upon expiration of
     the  Initial  Term,  this  Agreement  shall   automatically  renew  for  an
     additional  one-year  term and shall  continue to  automatically  renew for
     succeeding  one-year  terms  until  terminated.  Upon  termination  of this
     Agreement,  the Custodian and the Interested Parties shall be released from
     all obligations hereunder,  except for the indemnification  obligations set
     forth in paragraphs 5(b) and 5(c) hereof.

4.   Concerning the Custodian.
     -------------------------

     (a)    Each Interested   Party  acknowledges  and agrees that the Custodian
     (i) shall  not be  responsible  for any of the  agreements  referred  to or
     described herein (including without limitation any Issuer's  Declaration or
     Indenture  relating to such Issuer's  Securities),  or for  determining  or
     compelling compliance therewith,  and shall not otherwise be bound thereby,
     (ii) shall be  obligated  only for the  performance  of such  duties as are
     expressly and  specifically  set forth in this  Agreement on its part to be
     performed,  each of which are ministerial (and shall not be construed to be
     fiduciary)  in nature,  and no implied  duties or  obligations  of any kind
     shall be read into this Agreement  against or on the part of the Custodian,
     (iii) shall not be obligated  to take any legal or other  action  hereunder
     which  might in its  judgment  involve or cause it to incur any  expense or
     liability   unless  it  shall   have   been   furnished   with   acceptable
     indemnification,  (iv) may rely on and  shall be  protected  in  acting  or
     refraining  from acting upon any written notice,  instruction,  instrument,
     statement, certificate, request or other document furnished to it hereunder
     and  believed by it to be genuine and to have been signed or  presented  by
     the proper person,  and shall have no  responsibility  for  determining the
     accuracy thereof, and (v) may consult counsel satisfactory to it, including
     in-house counsel, and the opinion or advice of such counsel in any instance
     shall be full and complete  authorization  and protection in respect of any
     action  taken,  suffered  or omitted by it  hereunder  in good faith and in
     accordance with the opinion or advice of such counsel.

     (b)    The  Custodian  shall  not  be liable to anyone for any action taken
     or  omitted  to be  taken  by it  hereunder  except  in  the  case  of  the
     Custodian's negligence or willful misconduct in breach of the terms of this
     Agreement.  In no  event  shall  the  Custodian  be  liable  for  indirect,
     punitive,  special  or  consequential  damage  or loss  (including  but not
     limited  to lost  profits)  whatsoever,  even  if the  Custodian  has  been
     informed of the  likelihood  of such loss or damage and  regardless  of the
     form of action.
<PAGE>

     (c)    The  Custodian  shall   have  no  more  or  less  responsibility  or
     liability  on  account  of  any  action  or  omission  of  any   book-entry
     depository,  securities  intermediary or other subcustodian employed by the
     Custodian than any such book-entry depository,  securities  intermediary or
     other  subcustodian  has to the  Custodian,  except to the extent that such
     action or omission of any book-entry depository, securities intermediary or
     other subcustodian was caused by the Custodian's own negligence,  bad faith
     or willful misconduct in breach of this Agreement.

     (d)    The recitals  contained  herein  shall be taken as the statements of
     each  of the  Issuers  and the  Purchaser,  and the  Custodian  assumes  no
     responsibility  for the  correctness  of the same.  The Custodian  makes no
     representations  as to the validity or sufficiency of this Agreement or the
     Securities.  The  Custodian  shall  not  be  accountable  for  the  use  or
     application by any of the Issuers or the Purchaser of any Securities or the
     proceeds of any Securities.

5.   Compensation, Expense Reimbursement and Indemnification.
     -------------------------------------------------------

     (a)    The  Custodian  shall  be  compensated  pursuant to  a separate  fee
     agreement.

     (b)    Each of  the  Interested Parties agrees,  jointly and severally,  to
     reimburse  the  Custodian on demand for all costs and expenses  incurred in
     connection with the  administration of this Agreement or the performance or
     observance  of its duties  hereunder  which are in excess of its  customary
     compensation for normal services  hereunder,  including without limitation,
     payment  of any  legal  fees and  expenses  incurred  by the  Custodian  in
     connection with resolution of any claim by any party hereunder.

     (c)    Each  of  the Interested  Parties covenants and agrees,  jointly and
     severally,  to indemnify the  Custodian  (and its  directors,  officers and
     employees)  and  hold it  (and  such  directors,  officers  and  employees)
     harmless from and against any loss, liability,  damage, cost and expense of
     any nature  incurred by the Custodian  arising out of or in connection with
     this  Agreement  or  with  the  administration  of  its  duties  hereunder,
     including but not limited to  attorney's  fees and other costs and expenses
     of defending or preparing to defend  against any claim of liability  unless
     and except to the extent  such loss,  liability,  damage,  cost and expense
     shall be  caused by the  Custodian's  negligence,  bad  faith,  or  willful
     misconduct. The provisions in this paragraph 5 shall survive the expiration
     of this Agreement and the resignation or removal of the Custodian.

6.   Voting Rights.  The Custodian  shall  be  under  no obligation to preserve,
     -------------
protect or exercise rights in the Original Securities,  and shall be responsible
only for reasonable measures to maintain the physical  safekeeping  thereof, and
otherwise  to perform and observe such duties on its part as are  expressly  set
forth in this  Agreement.  The Custodian shall not be responsible for forwarding
to any  Interested  Party,  notifying any  Interested  Party with respect to, or
taking any action with respect to, any notice, solicitation or other document or
information,  written or otherwise, received from an issuer or other person with
respect  to the  Original  Securities,  including  but  not  limited  to,  proxy
material,  tenders, options, the pendency of calls and maturities and expiration
of rights.

7.   Resignation.  The  Custodian  may at any time resign as Custodian hereunder
     -----------
by giving thirty (30) days' prior written  notice of  resignation to each of the
Interested Parties.  Prior to the effective date of the resignation as specified
in such notice,  the  Interested  Parties will issue to the  Custodian a written
instruction   authorizing   redelivery  of  the  Original   Securities  and  the
Replacement  Securities to a bank or trust company that they select as successor
to the Custodian  hereunder.  If, however,  the Interested Parties shall fail to

<PAGE>

name  such a  successor  custodian  within  twenty  days  after  the  notice  of
resignation  from the Custodian,  the Purchasers  shall be entitled to name such
successor  custodian.  If no  successor  custodian  is named  by the  Interested
Parties  or the  Purchasers,  the  Custodian  may apply to a court of  competent
jurisdiction for appointment of a successor custodian.

8.   Dispute Resolution.  It  is  understood  and agreed that should any dispute
     ------------------
arise with  respect to the  delivery,  ownership,  right of  possession,  and/or
disposition of the Original Securities or the Replacement Securities,  or should
any claim be made upon the Custodian, the Original Securities or the Replacement
Securities  by a third  party,  the  Custodian  upon  receipt  of notice of such
dispute or claim is  authorized  and shall be  entitled  (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
said Original  Securities and  Replacement  Securities  until such dispute shall
have been settled either by the mutual written agreement of the parties involved
or by a final  order,  decree or  judgment  of a court in the  United  States of
America,  the time for perfection of an appeal of such order, decree or judgment
having  expired.  The Custodian  may, but shall be under no duty  whatsoever to,
institute  or  defend  any  legal  proceedings  which  relate  to  the  Original
Securities and Replacement Securities.

9.   Consent to  Jurisdiction  and Service.  Each   of  the  Interested  Parties
     -------------------------------------
hereby  absolutely and irrevocably  consents and submits to the  jurisdiction of
the courts in the State of  Delaware  and of any Federal  court  located in said
State in connection  with any actions or proceedings  brought against any of the
Interested Parties (or each of them) by the Custodian arising out of or relating
to this Agreement. In any such action or proceeding, the Interested Parties each
hereby  absolutely and  irrevocably  (i) waives any objection to jurisdiction or
venue,  (ii) waives personal service of any summons,  complaint,  declaration or
other  process,  and  (iii)  agrees  that  the  service  thereof  may be made by
certified or registered first-class mail directed to such party, as the case may
be, at their respective addresses in accordance with paragraph 10 hereof.

10.  Force Majeure.  The  Custodian  shall  not  be  responsible  for  delays or
     -------------
failures in performance  resulting from acts beyond its control. Such acts shall
include but not be limited to acts of God,  strikes,  lockouts,  riots,  acts of
war,  epidemics,  governmental  regulations  superimposed  after the fact, fire,
communication line failures,  computer viruses,  power failures,  earthquakes or
other disasters.

11.  Notices.
     -------

     (a)    Any  notice  permitted or  required  hereunder  shall be in writing,
     and shall be sent by personal delivery,  overnight delivery by a recognized
     courier or delivery service, mailed by registered or certified mail, return
     receipt requested,  postage prepaid, or by confirmed facsimile  accompanied
     by mailing of the  original on the same day by first  class  mail,  postage
     prepaid,  in each case the parties at their  address set forth below (or to
     such other  address as any such party may  hereafter  designate  by written
     notice to the other parties).

     If to an  Issuer,  to  the  address  appearing  on  such  Issuer's  Joinder
     Agreement

     If to the Purchaser,  to the address appearing on such Purchaser's  Joinder
     Agreement

     If to the Custodian:

     Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, Delaware  19890-1600
     Attention:  Chris Slaybaugh - Corporate Trust Administration
     Fax:  302-636-4140
<PAGE>

12.  Miscellaneous.
     -------------

     (a)    Binding  Effect.   This   Agreement  shall   be   binding  upon  the
            ---------------
     respective  parties  hereto  and their  heirs,  executors,  successors  and
     assigns.

     (b)    Modifications.  This  Agreement  may  not  be  altered  or  modified
            -------------
     without the express  written  consent of the parties  hereto.  No course of
     conduct  shall  constitute a waiver of any of the terms and  conditions  of
     this Agreement,  unless such waiver is specified in writing,  and then only
     to the extent so specified.  A waiver of any of the terms and conditions of
     this  Agreement on one occasion  shall not constitute a waiver of the other
     terms of this  Agreement,  or of such  terms  and  conditions  on any other
     occasion.

     (c)    Governing Law.  This  Agreement  shall  be governed by and construed
            -------------
     in accordance with the internal laws of the State of Delaware.

     (d)    Reproduction of Documents. This Agreement and all documents relating
            -------------------------
     thereto, i ncluding,  without  limitation,   (a)  consents,   waivers   and
     modifications  which  may  hereafter  be  executed,  and  (b)  certificates
     and   other   information   previously  or  hereafter  furnished,  may   be
     reproduced  by  any   photographic,  photostatic,  microfilm, optical disk,
     micro-card,  miniature photographic or other similar  process.  The parties
     agree that any such  reproduction  shall be  admissible in evidence as  the
     original itself in any judicial or  administrative  proceeding,  whether or
     not the  original is in  existence  and whether or not  such   reproduction
     was  made  by a  party  in the  regular  course of  business,  and that any
     enlargement,  facsimile   or  further  reproduction  of  such  reproduction
     shall likewise be  admissible in evidence.

     (e)    Counterparts.   This   Agreement  may   be   executed   in   several
            ------------
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same instrument.




                     signatures appear on the following page


<PAGE>



     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
first above written.


                                          WILMINGTON TRUST COMPANY


                                          By:
                                             -----------------------------------
                                          Print Name:
                                                     ---------------------------
                                          Title:
                                                --------------------------------




<PAGE>

                     EXHIBIT A TO MASTER CUSTODIAN AGREEMENT
                     ---------------------------------------

                            FORM OF JOINDER AGREEMENT
                            -------------------------

                                 April 28, 2006

         This Joinder  Agreement (this  "Agreement") is entered into as of April
28, 2006 by First  Tennessee Bank National  Association  (the  "Purchaser")  and
First Banks, Inc. (the "Issuer").

                                    RECITALS

         A.      Wilmington  Trust  Company  (the  "Custodian") is party to that
certain  Master  Custodian  Agreement  dated as of May 27, 2004, as amended (the
"Custodian Agreement").

         B.      The   Custodian   Agreement  provides  that  certain  financial
institutions that have issued securities (or whose statutory trust  subsidiaries
have issued  securities) and the Purchaser of such securities will join into the
Custodian Agreement pursuant to the terms of a joinder agreement.

         C.      On  the  date  hereof, Issuer  is  issuing  securities  to  the
Purchaser and the Issuer and the Purchaser  desire to enter into this  Agreement
to  facilitate  the  subsequent  transfer  of  the  Issuer's  securities  by the
Custodian.

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
herein  contained  and  other  good and  valuable  consideration  (the  receipt,
adequacy and  sufficiency of which are hereby  acknowledged by the Issuer by its
execution hereof), the Issuer agrees as follows:

         1.      Joinder.  The Issuer and Purchaser hereby join in the Custodian
                 -------
Agreement and agree to be subject to, and bound by, the terms and  provisions of
the  Custodian  Agreement  that  are  ascribed  to  "Issuers"  and  "Purchasers"
respectively  therein  to the same  extent as if the Issuer  and  Purchaser  had
signed the Custodian Agreement as an original party thereto.

         2.      Notice.  Any  notice  permitted  or  required  to be sent to an
                 ------
Issuer under the Custodian Agreement shall be sent to the following address:

                    First Banks, Inc.
                    600 James S. McDonnell Boulevard
                    Mail Stop - M1-199-014
                    Hazelwood, Missouri  63042
                    Attention: Lisa K. Vansickle

         Any notice  permitted  or required to be sent to a Purchaser  under the
Custodian Agreement shall be sent to the following address:

                    First Tennessee Bank National Association
                    845 Crossover Lane, Suite 150
                    Memphis, Tennessee  38117
                    Attention: David Work

         3.      Termination.  This Agreement and the Purchaser's  and  Issuer's
                 -----------
respective rights and obligations under the Custodian  Agreement shall terminate
upon the  transfer  of all of  Issuer's  securities  pursuant  to the  Custodian
Agreement.
<PAGE>

         4.      Entire Agreement.  This Agreement and the  Custodian  Agreement
                 ----------------
constitute the entire  agreement  among the Purchaser,  Issuer and the Custodian
pertaining to the subject matter hereof.

         IN WITNESS  WHEREOF,  the  Issuer  and  Purchaser  have  executed  this
Agreement as of the day first above written.

                                   FIRST BANKS, INC.



                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------


                                   FIRST TENNESSEE BANK NATIONAL ASSOCIATION



                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------



<PAGE>


                     EXHIBIT B TO MASTER CUSTODIAN AGREEMENT
                     ---------------------------------------

                             FORM OF TRANSFER NOTICE

                                     [DATE]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-1600
Attention:  Corporate Trust Administration

Dear Sir or Madam:

         The  undersigned  hereby  notifies you of the transfer of [________] of
the Capital  Securities  of First Bank  Statutory  Trust V, such  transfer to be
effective on [DATE OF TRANSFER]. In accordance with Section 7.9 of the Placement
Agreement  dated April 27, 2006 between the Offerors  and the  placement  agents
named therein (the "Placement  Agreement"),  periodic reports shall be delivered
to  [_______________] in accordance with such Section 7.9 during the term of the
Capital Securities, in the form attached thereto. Capitalized terms used in this
notice and not otherwise  defined shall have the meanings ascribed to such terms
in the Placement Agreement.

         The  undersigned  hereby  instructs  you as  Custodian  to deliver  the
Original  Securities  certificate to Wilmington Trust Company,  as Institutional
Trustee (the  "Trustee")  under the Amended and Restated Trust  Agreement  dated
April 28, 2006 among the  Trustee,  First  Banks,  Inc.  and the  administrative
trustees named therein (the "Trust  Agreement")  for  cancellation in accordance
with the terms of the Trust Agreement and to deliver the Replacement  Securities
certificate to the Trustee for  authentication  in accordance  with the terms of
the Trust Agreement.

         By copy of this notice, the Institutional  Trustee is hereby instructed
to make the Replacement  Securities certificate registered to [NAME, ADDRESS AND
IDENTITY OF TRANSFEREE] in the liquidation amount of [_________] and bearing the
identification  number "CUSIP NO.  [__________]" and to authenticate and deliver
the Replacement Securities certificate to [_____________].

                                  FIRST TENNESSEE BANK NATIONAL ASSOCIATION


                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------




cc:      First Banks, Inc.
         Wilmington Trust Company, as Trustee