Exhibit 4.11













                               PURCHASE AGREEMENT



                                      among



                         FIRST BANK STATUTORY TRUST VI,
                                     Issuer



                               FIRST BANKS, INC.,
                                     Sponsor



                                       and



                            BEAR, STEARNS & CO. INC.,

                                Initial Purchaser







                            Dated as of June 14, 2006
















<PAGE>


       PURCHASE AGREEMENT,  dated as of June 14, 2006 (this "Agreement"),  among
First Bank Statutory  Trust VI, a statutory  trust created under the laws of the
State of Delaware (the "Issuer"), First Banks, Inc., a Missouri corporation,  as
Sponsor under the Trust Agreement, as defined below (the "Sponsor" and, together
with the Issuer, the "Trust Parties"),  and Bear, Stearns & Co. Inc., as initial
purchaser (the "Initial Purchaser").

       WHEREAS, the Issuer proposes to issue U.S. $25,000,000 capital securities
due July 7, 2036 (the "Capital Securities");

       WHEREAS, the Capital Securities will be issued pursuant to an Amended and
Restated  Declaration  of Trust to be dated  as of June  16,  2006  (the  "Trust
Agreement"),  among First Banks,  Inc., as Sponsor,  Wells Fargo Bank,  National
Association,  as Institutional  Trustee,  Wells Fargo Delaware Trust Company, as
Delaware Trustee, and the Administrators named therein;

       WHEREAS, the Issuer has agreed not later than June 16, 2006 (the "Closing
Date"),  to provide the Initial Purchaser with a copy of the Trust Agreement and
any other documents required to be delivered pursuant to the terms hereof or the
Trust Agreement;

       WHEREAS,  the Issuer will use the  proceeds  from the sale of the Capital
Securities to purchase Debentures (as defined in the Trust Agreement); and

       WHEREAS,  capitalized  terms used herein but not otherwise defined herein
shall have the meaning ascribed thereto in the Trust Agreement.

       NOW IT IS HEREBY AGREED as follows:

            1.     PURCHASE AND SALE.
                   -----------------

            (a)    On the terms and subject to the  conditions of this Agreement
and in reliance upon the  representations  and warranties  herein set forth, the
Issuer agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees
to purchase from the Issuer,  on the Closing Date referred to above, the Capital
Securities in the aggregate  principal amount of $25,000,000 less any applicable
discount as set forth in the Flow of Funds  Memorandum  dated June 16, 2006 (the
"Discount").

            (b)    The Capital Securities shall be issued and sold free from all
liens, charges and encumbrances, equities and  other third  party rights of  any
nature whatsoever, together with all rights of any nature.

            2.     CLOSING. On the Closing Date, delivery of and payment for the
                   -------
Capital  Securities shall be made at the offices of Bear,  Stearns & Co. Inc. or
such other location or locations as shall be mutually  acceptable to the parties
hereto.  Delivery of the Capital Securities shall be made against payment of the
purchase price therefor to the order of the Issuer in same day funds by transfer
to an account  designated by the Issuer or by such other means in same day funds
as shall be acceptable to the Initial Purchaser. Such payment shall be made upon
authorization from the Initial Purchaser (such  authorization to be given if the
conditions to the Initial  Purchaser's  obligations  set forth herein are either
satisfied or waived)  against  delivery of the Capital  Securities.  The Capital
Securities will be in the form requested by the Initial  Purchaser in accordance
with the terms of the Trust Agreement.
<PAGE>

            3.     PAYMENT OF EXPENSES. The Sponsor agrees to pay all costs  and
                   -------------------
expenses  incident to the  performance of the obligations of the Sponsor and the
Issuer  under  this  Purchase   Agreement,   whether  or  not  the  transactions
contemplated  herein are  consummated or this Purchase  Agreement is terminated,
including all costs and expenses  incident to (i) the  authorization,  issuance,
sale and delivery of the Capital  Securities and any taxes payable in connection
therewith; (ii) the fees and expenses of qualifying the Capital Securities under
the securities laws of applicable jurisdictions, and (iii) the fees and expenses
of the counsel,  the accountants  and any other experts or advisors  retained by
the Sponsor or the Issuer.

       Notwithstanding  the  foregoing,  if the sale of the  Capital  Securities
provided for in this Purchase Agreement is not consummated because any condition
set forth  herein to be  satisfied  by either  the  Sponsor or the Issuer is not
satisfied, because this Purchase Agreement is terminated pursuant to clause (i),
(ii), (iii) or (v) of Section 10 or because of any failure, refusal or inability
                      ----------
on the part of the Sponsor or the Issuer to perform all  obligations and satisfy
all  conditions  on its part to be performed or satisfied  hereunder the Sponsor
will  reimburse  the  Initial  Purchaser  upon  demand  for (i)  all  reasonable
out-of-pocket  expenses  (including the fees and all reasonable  expenses of the
Trustee and special counsel  retained by the Initial  Purchaser) that shall have
been incurred by the Initial  Purchaser in connection with the proposed purchase
and sale of the Capital  Securities  and (ii) any and all costs or fees directly
associated with providing the Sponsor a fixed interest rate of ____% (the "Fixed
Rate"),  in advance of the issuance of the Capital  Securities,  for a period of
five years (the  "Fixed Rate  Period")  from the date of issuance of the Capital
Securities (including,  but not limited to, unwinding,  terminating or otherwise
breaking  any  forward  interest  rate  swap or  similar  agreement  or  related
commitment  therefor  entered  into by the  Initial  Purchaser  or any person or
entity  acting on behalf  thereof  with  respect to the Fixed Rate for the Fixed
Rate Period for the Capital  Securities  in advance of the issuance  thereof and
the reasonable fees and expenses of any counsel engaged by the Initial Purchaser
or any person or entity acting on behalf  thereof to enforce the  obligations of
the Sponsor hereunder).

            4.     REPRESENTATIONS  AND WARRANTIES.  Each   Trust  Party  hereby
                   -------------------------------
represents,  warrants and agrees to and with the Initial  Purchaser  that, as of
the Closing Date, and as to itself only and not as to the other:

            (a)    with  respect to the Issuer,  it is duly formed  and  validly
existing  under the laws of the  State of  Delaware  and,  with  respect  to the
Sponsor, and its significant subsidiaries (as defined in Rule 1-02 of Regulation
S-X) (the "Significant Subsidiaries"),  each is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization,  in
each  case,  with all  requisite  power and  authority  to own or  transfer,  as
applicable,  the Debentures, to conduct its business as required under the Trust
Agreement,  this  Agreement or any other  documents  relating to or otherwise in
connection with the issue and sale of the Capital Securities (collectively,  the
"Transaction Documents") and to perform its obligations hereunder and under each
Transaction  Document,  and is lawfully  qualified to do business and is in good
standing  in those  jurisdictions  in which it conducts  business  and where the
failure to be so qualified  or in good  standing  would have a material  adverse
effect on the condition  (financial or otherwise),  earnings or business of such
Trust Party,  whether or not  occurring in the ordinary  course of business,  or
would otherwise be material in context of the issuance of the Capital Securities
("Material Adverse Effect");
<PAGE>

            (b)    this  Agreement   has   been  duly  authorized,  executed and
delivered  by such  Trust  Party and  constitutes,  and each of the  Transaction
Documents to which such Trust Party is a party has been duly  authorized by such
Trust Party and, when duly executed and delivered by the other parties  thereto,
on the Closing Date, will constitute,  legal,  valid and binding  obligations of
such Trust  Party,  except as such  obligations  may be  limited by  bankruptcy,
insolvency,  reorganization  and other  similar  laws  affecting  the  rights of
creditors  generally  and  the  application  of  general  equitable   principles
(regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law);

            (c)    neither  the  Issuer  nor  the  Sponsor  nor   any   of   the
Significant Subsidiaries is in breach or violation of, or default under, with or
without notice or lapse of time or both, its corporate charter,  bylaws or other
governing documents (including without limitation, the Trust Agreement);

            (d)    with  respect  to  the  Issuer,  on  the  Closing  Date,  the
Capital  Securities  have been duly  authorized  by the  Issuer  and,  when duly
executed,  authenticated,  issued and  delivered  in  accordance  with the Trust
Agreement  against  payment  therefor as  contemplated  herein,  will be validly
issued and represent undivided beneficial interests in the assets of the Issuer,
entitled to the benefits provided by the Trust Agreement;

            (e)    with  respect   to   the  Issuer,  no   consent,    approval,
authorization,  order,  registration  or  qualification  of or with any court or
governmental  agency or body is required for the issue,  sale or delivery of the
Capital  Securities,  except for those which have been  obtained and are in full
force and effect, and no consent, approval,  authorization,  order, registration
or qualification of or with any court or governmental agency or body is required
for the consummation of the other  transactions  contemplated by the Transaction
Documents,  except for those which have been  obtained and are in full force and
effect,  and  except  where  the  failure  to  obtain  such  consent,  approval,
authorization,  order,  registration or qualification  would not have a Material
Adverse Effect;

            (f)    the execution and delivery of the Transaction  Documents, the
issue of the Capital  Securities and the consummation of the other  transactions
contemplated  by the  Transaction  Documents  (and  compliance  with  the  terms
thereof) do not and will not  conflict  with or result in a breach of any of the
terms or  provisions  of,  or  constitute  a default  under  the  organizational
documents of such Trust Party; and the execution and delivery of the Transaction
Documents, the issue of the Capital Securities and the consummation of the other
transactions  contemplated by the Transaction Documents (and compliance with the
terms  thereof) do not and will not  conflict  with or result in a breach of any
indenture,  trust deed,  mortgage or other agreement or instrument to which such
Trust  Party is a party or by which it or any of its  properties  is  bound,  or
infringe any existing  applicable  law,  rule,  regulation,  judgment,  order or
decree of any  government,  governmental  body or court,  domestic  or  foreign,
having  jurisdiction over such Trust Party or any of its properties,  except for
such  conflicts,  breaches,  defaults  or  infringements  that  would not have a
Material Adverse Effect;
<PAGE>

            (g)    there  are   no  pending   actions,  suits   or   proceedings
against or affecting such Trust Party or any of its properties  and, to the best
of such Trust Party's knowledge,  no such suits or proceedings are threatened or
contemplated  that individually or in the aggregate could reasonably be expected
to have a  Material  Adverse  Effect on the  Issuer's  issuance  of the  Capital
Securities;

            (h)    no  event  has occurred  since June 14, 2004,  which, had the
applicable Capital Securities already been issued,  would reasonably be expected
to (whether  or not with the giving of notice  and/or the passage of time and/or
the fulfillment of any other requirement) constitute an Event of Default;

            (i)    neither  the Issuer nor any  affiliate  of the Issuer nor any
person  acting  on  behalf  thereof  has made  offers  or  sales of the  Capital
Securities  under  circumstances  that would  require  the  registration  of the
Capital  Securities  under the U.S.  Securities  Act of 1933,  as  amended  (the
"Securities Act");

            (j)    there are no contracts, agreements or understandings  between
any of the Trust Parties or any affiliate  thereof and any person  granting such
person the right to require the Issuer to file a  registration  statement  under
the Securities Act, with respect to any Capital  Securities owned or to be owned
by such person;

            (k)    In the case of each offer or sale of Capital  Securities,  no
form of general  solicitation  or general  advertising was used by the Issuer or
its representatives,  including,  but not limited to, advertisements,  articles,
notices or other communications published in any newspaper,  magazine or similar
medium or broadcast  over  television or radio,  or any seminar or meeting whose
attendees have been invited by any general  solicitation or general advertising.
Neither the Issuer nor any person  acting on its behalf  (other than the Initial
Purchaser)  has offered or sold, nor will the Issuer or any person acting on its
behalf (other than the Initial  Purchaser) offer or sell directly or indirectly,
any Capital  Securities or any other  security in any manner that,  assuming the
accuracy  of the  representations  and  warranties  and the  performance  of the
covenants given by the Initial Purchaser,  would render the issuance and sale of
any of the Capital Securities as contemplated hereby a violation of Section 5 of
the Securities Act or the  registration  or  qualification  requirements  of any
state securities laws, nor has the Issuer authorized, nor will it authorize, any
person to act in such manner;

            (l)    The  audited  consolidated  financial  statements  (including
the  notes   thereto)  and  schedules  of  the  Sponsor  and  its   consolidated
subsidiaries  for the year ended December 31, 2005 (the "Financial  Statements")
and the interim unaudited  consolidated  financial statements of the Sponsor and
its consolidated  subsidiaries for the period ended March 31, 2006 (the "Interim
Financial  Statements")  provided to the Initial  Purchaser  are the most recent
available audited and unaudited consolidated financial statements of the Sponsor
and its  consolidated  subsidiaries,  respectively,  and  fairly  present in all
material respects, in accordance with generally accepted accounting  principles,
the financial position of the Sponsor and its consolidated subsidiaries, and the
results of operations and changes in financial condition as of the dates and for
the  periods  therein  specified,  subject,  in the  case of  Interim  Financial
Statements, to year-end adjustments.  Such consolidated financial statements and
schedules have been prepared in accordance  with generally  accepted  accounting
principles  consistently  applied  throughout  the periods  involved  (except as
otherwise  noted  therein).  The  accountants  of the Sponsor who  certified the
Financial  Statements are independent  public accountants of the Sponsor and its
Subsidiaries  within  the  meaning  of the  Securities  Act  and the  rules  and
regulations thereunder as in effect on the date of this Agreement;
<PAGE>

            (m)    The  Sponsor's report on FR Y-9C and FR Y-9LP dated March 31,
2006,  and FR Y-6 dated  December 31, 2005 provided to the Initial  Purchaser is
the most  recent  available  such  report  and the  information  therein  fairly
presents in all material respects the financial  position of the Sponsor and its
subsidiaries;

            (n)    Since the respective dates of the Financial  Statements,  the
Interim  Financial  Statements  and the FR Y-9C, FR Y-9LP and FR Y-6,  there has
been no material  adverse  change or  development  with respect to the financial
condition or earnings of the Sponsor and its subsidiaries, taken as a whole;

            (o)    The Sponsor is duly  registered  as  a  bank holding  company
under the Bank  Holding  Company  Act of 1956,  as amended  (the  "Bank  Holding
Company  Act"),  and the  regulations  of the Board of  Governors of the Federal
Reserve  System  (the  "Federal  Reserve"),  and  the  deposit  accounts  of the
Sponsor's subsidiary depository  institutions are insured by the Federal Deposit
Insurance  Corporation  ("FDIC") to the fullest extent  permitted by law and the
rules and regulations of the FDIC, and no proceeding for the termination of such
insurance is pending or, to the knowledge of the Sponsor, threatened;

            (p)    Neither  the Sponsor nor any of its Significant  Subsidiaries
is subject to or party to, or has received any notice or advice that any of them
may become subject to any  investigation  with respect to, any  cease-and-desist
order,  agreement,   consent  decree,   memorandum  of  understanding  or  other
regulatory enforcement action,  proceeding or order with or by, or is a party to
any commitment letter or similar  undertaking to, or is subject to any directive
by, or has been a recipient of any  supervisory  letter from, or has adopted any
board  resolutions at the request of, any  Regulatory  Agency (as defined below)
that currently  restricts in any material  respect the conduct of their business
or that in any material manner relates to their capital  adequacy,  their credit
policies,  their management or their business (each, a "Regulatory  Agreement"),
nor has the Sponsor or any of its  subsidiaries  been advised by any  Regulatory
Agency  that  it is  considering  issuing  or  requesting  any  such  Regulatory
Agreement;  and there is no unresolved violation,  criticism or exception by any
Regulatory  Agency  with  respect to any  report or  statement  relating  to any
examinations of the Sponsor or any of its Significant Subsidiaries which, in the
reasonable  judgment of the Sponsor, is expected to result in a Material Adverse
Effect. As used herein, the term "Regulatory  Agency" means any federal or state
agency charged with the supervision or regulation of depositary  institutions or
holding  companies of  depository  institutions,  or engaged in the insurance of
depository  institution  deposits,  or  any  court,   administrative  agency  or
commission or other governmental  agency,  authority or  instrumentality  having
supervisory  or  regulatory  authority  with  respect  to  the  Sponsor  or  its
Significant Subsidiaries;

            (q)    The Sponsor has no present  intention  to exercise its option
to defer  payments of interest on the  Debentures as provided in the  Indenture.
The Sponsor  believes that the  likelihood  that it would  exercise its right to
defer payments of interest on the Debentures as provided in the Indenture at any
time during which the Debentures are outstanding is remote; and
<PAGE>

            (r)    All  of  the  issued  and  outstanding  capital  stock of the
Sponsor  has been duly  authorized  and  validly  issued  and is fully  paid and
nonassessable;  all  of  the  issued  and  outstanding  capital  stock  of  each
Significant  Subsidiary  of the  Sponsor  has been duly  authorized  and validly
issued,  is fully paid and  nonassessable  and, except for preferred  securities
issued by the trust, is owned by the Sponsor,  directly or through subsidiaries,
free and clear of any security interest,  mortgage,  pledge, lien,  encumbrance,
claim or equitable right;  and none of the issued and outstanding  capital stock
of the Sponsor or its  Significant  Subsidiaries  was issued in violation of any
preemptive  or similar  rights  arising by operation of law,  under the charter,
by-laws  or  code  of  regulations  of the  Sponsor  or  any of its  Significant
Subsidiaries  or  under  any  agreement  to  which  the  Sponsor  or  any of its
Significant  Subsidiaries  is a party;  provided,  however,  that all issued and
outstanding common stock of The San Francisco Company, a wholly owned subsidiary
of Sponsor,  and First Bank,  a Wholly  owned  subsidiary  of the San  Francisco
Company, has been pledged to Wells Fargo Bank, National Association as the agent
for ratable benefit of certain lenders  pursuant to the terms of the Amended and
Restated Secured Credit Agreement, dated as of August 11, 2005, by and among the
Sponsor,   the  lenders  signatory  thereto  and  Wells  Fargo  Bank,   National
Association, as agent.

            (s)    The  Sponsor  is  duly  qualified to do business as a foreign
corporation  and is in good standing under the laws of each  jurisdiction  which
requires  such  qualification  wherein it owns or leases  properties or conducts
business,  except where the failure to be so qualified would not,  singularly or
in the  aggregate,  have a Material  Adverse  Effect,  and holds all  approvals,
authorizations,  orders,  licenses,  certificates and permits from  governmental
authorities necessary for the conduct of its business,  except where the failure
to hold such approvals,  authorizations,  orders, licenses,  certificates and/or
permits  would not,  singularly  or in the  aggregate,  have a Material  Adverse
Effect. Each of the Significant Subsidiaries is duly qualified to do business as
a  foreign  corporation  and  is  in  good  standing  under  the  laws  of  each
jurisdiction  which  requires  such  qualification  wherein  it owns  or  leases
properties  or conducts  business,  except  where the failure to be so qualified
would not,  singularly or in the aggregate,  have a Material Adverse Effect, and
holds all approvals, authorizations,  orders, licenses, certificates and permits
from governmental authorities necessary for the conduct of its business,  except
where the  failure to hold such  approvals,  authorizations,  orders,  licenses,
certificate  and/or permits would not,  singularly or in the  aggregate,  have a
Material Adverse Effect.

            5.     UNDERTAKINGS  BY THE  ISSUER.  The  Issuer  agrees  with  the
                   ----------------------------
Initial Purchaser as follows:

            (a)    Neither  the  Issuer,  nor  any  of its  affiliates  nor  any
person  authorized  to act on its behalf,  will engage in any  directed  selling
efforts  with  respect  to the  Capital  Securities  to any U.S.  Person  except
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration  requirements  of the Securities  Act. Terms used in this paragraph
have the meanings given to them by Regulation S under the Securities Act.
<PAGE>

            (b)    Neither  the  Issuer,  nor  any  of its  affiliates  nor  any
person  authorized  to act on its  behalf,  will make offers or sales of Capital
Securities  under  circumstances  that would  require  the  registration  of the
Capital Securities under the Securities Act.

            (c)    For so long as any of the Capital  Securities are outstanding
and are "restricted securities" within the meaning of Rule 144A, the Issuer will
provide or cause to be  provided  to any holder of  Capital  Securities  and any
prospective  purchaser of the Capital  Securities  designated  by such a holder,
upon the  request  of such  holder or  prospective  purchaser,  the  information
required  to be  provided  to  such  holder  or  prospective  purchaser  by Rule
144A(d)(4).

            (d)    During  the period  from the date of this  Agreement  to  the
Closing  Date,  the Sponsor and the Issuer shall use their best efforts to cause
their representations and warranties contained in Section 4 hereof to be true as
of the Closing Date,  after giving effect to the  transactions  contemplated  by
this Agreement, as if made on and as of the Closing Date.

            (e)    The Sponsor and the Issuer will not claim,  and will actively
resist any  attempts by others to claim,  the benefits of any usury laws against
holders of the Capital Securities or the Debentures.

            (f)    Except as may  be required  by  law, the  Sponsor  shall  not
identify the Initial  Purchaser in a press release or any other public statement
without the consent of such Initial Purchaser.

            6.     SELLING RESTRICTIONS. The   Initial Purchaser  represents and
                   --------------------
warrants to the Issuer that:

            (a)    It is an Accredited Investor (as defined in Rule 501(a) under
 the Securities Act.

            (b)    It  understands  that the Capital Securities,  the Debentures
or the Guarantee  have not been and will not be registered  under the Securities
Act and may not be offered or sold within the United States  except  pursuant to
an  exemption  from,  or in a  transaction  not  subject  to,  the  registration
requirements  of the  Securities  Act. It has not offered or sold,  and will not
offer or sell, the Capital Securities within the United States except to persons
whom it reasonably believes to be Qualified  Institutional Buyers (as defined in
Rule 144A under the  Securities  Act),  institutional  Accredited  Investors (as
defined  in Rule  501(a)(1),  (2),  (3) or (7) under the  Securities  Act) or to
certain  persons in  transactions  outside the United States in accordance  with
Regulation S under the Securities  Act. In connection  with any offer or sale in
the  United  States  or to or for the  benefit  of a U.S.  Person,  it will take
reasonable  steps to ensure that the  purchaser  of such Capital  Securities  is
aware  that  such  offer  or sale is  being  made in  reliance  on Rule  144A or
Regulation  D in a manner  that would not  require  registration  of the Capital
Securities  under the  Securities  Act or any blue sky law of any State and that
future transfers of the Capital  Securities may not be made except in compliance
with applicable securities laws.

            (c)     Neither it nor any person  acting on its behalf has  engaged
or will engage in any form of general  solicitation  or general  advertising (as
those  terms are used in Rule 502(c) of  Regulation  D) in  connection  with any
offer or sale of the Capital Securities in the United States.
<PAGE>

            (d)    It will not offer or sell the Capital  Securities outside the
United States,  except in accordance with the  representations  described herein
and the restrictions set forth below:

      It has  offered and sold the  Capital  Securities,  and will offer and
      sell  the  Capital  Securities,  during  the  applicable  Distribution
      Compliance  Period (as defined in Rule 902 of  Regulation  S), only in
      accordance  with Rule 903 or 904 of Regulation S under the  Securities
      Act. Accordingly, it represents and agrees that neither it, nor any of
      its  affiliates  nor any  person  acting  on its or their  behalf  has
      engaged or will engage in any directed selling efforts with respect to
      the Capital  Securities,  and that it and they have  complied and will
      comply with the offering restriction  requirements of Regulation S. It
      agrees  that,  at or  prior  to the  confirmation  of sale of  Capital
      Securities,  it shall have sent to each distributor,  dealer or person
      receiving  a  selling  concession,  fee  or  other  remuneration  that
      purchases  the  Capital  Securities  through it during the  applicable
      Distribution   Compliance   Period  a   confirmation   or   notice  of
      substantially the following effect:

            "The  Capital  Securities  offered  hereby  have  not  been
            registered  under  the  U.S.  Securities  Act  of 1933 (the
            "Securities Act") and may not be offered or sold within the
            United States or to, or for  the  account  or  benefit  of,
            U.S. Persons (i) as part of their distribution  at any time
            or  (ii)  until forty calendar days after  the later of the
            commencement of the offering of the  Capital  Securities or
            the  Closing  Date,  to  persons  other  than  the  Initial
            Purchaser or other distributors  in reliance on  Regulation
            S, except in  either  case in accordance with Regulation S,
            Rule 144A, Regulation D or other exemptive provisions under
            the Securities Act.  Terms used  above  have  the  meanings
            given to them by Regulation S."

            (e)    It acknowledges that no action has  been or will be  taken by
the  Issuer or any  other  person  that  would  permit  the offer or sale of the
Capital  Securities in any jurisdiction  where action to implement such offer or
sale of the Capital  Securities  is required.  The Initial  Purchaser  shall not
offer or sell any Capital  Securities in any  jurisdiction  except in compliance
with applicable law, and the Initial Purchaser  agrees,  at its own expense,  to
comply with all such laws. The Initial Purchaser shall at its own expense obtain
any  consent,  approval or  authorization  required  for it to offer or sell the
Capital  Securities under the laws or regulations of any  jurisdiction  where it
proposes to make offers or sales of Capital Securities.

            7.     CONDITIONS  PRECEDENT.  The   obligations   of   the  Initial
                   ---------------------
Purchaser  hereunder shall be subject to the accuracy of the representations and
warranties of each Trust Party contained  herein as of the date hereof,  and, as
of the Closing  Date (as if made on the Closing  Date),  to the  accuracy of the
statements  of each Trust  Party  made in any  certificates  delivered  pursuant
hereto on such date, to the  performance by each Trust Party of its  obligations
hereunder, and to the following additional conditions:
<PAGE>

            (a)    The    Issuer   shall   have   obtained    all   governmental
authorizations  required  in  connection  with the issue and sale of the Capital
Securities  and the  performance  of its  obligations  hereunder  and  under the
Transaction Documents to which it is a party.

            (b)    Each  Trust Party  shall   have  furnished   to  the  Initial
Purchaser  a  certificate  of such  Trust  Party  signed  by, in the case of the
Issuer,  an  Administrator  and,  in the  case  of the  Sponsor,  the  principal
executive,  financial or  accounting  officer,  dated the Closing  Date,  to the
effect  that  such   signatory  has  examined   this   Agreement  and  that  the
representations  and  warranties  of such party in this  Agreement  are true and
correct in all  material  respects on and as of the  Closing  Date with the same
effect as if made on the  Closing  Date,  and such party has  performed  all its
obligations  and satisfied all the  conditions on its part to be satisfied at or
prior to the Closing Date.

            (c)    The  Trust  Parties shall  have   furnished  to  the  Initial
Purchaser the opinions of counsel for the Trust Parties, dated the Closing Date,
in  substantially  the  form set out in Annex A and  Annex B  hereto,  in a form
reasonably acceptable to the Initial Purchaser.

            (d)    The conditions precedent to the  performance by the Issuer of
its obligations under the Trust Agreement shall have been satisfied or waived.

            (e)    Prior to the Closing  Date,  the Issuer shall  furnish to the
Initial  Purchaser such further  information,  certificates and documents as the
Initial Purchaser may reasonably request.

       If any of the conditions  specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the  opinions and  certificates  referred to in or  contemplated  by this
Agreement shall not be in all material respects reasonably  satisfactory in form
and substance to the Initial  Purchaser and its counsel,  this Agreement and all
obligations  of the Initial  Purchaser  hereunder may be canceled by the Initial
Purchaser  at,  or at any time  prior  to,  the  Closing  Date.  Notice  of such
cancellation  shall  be  given to the  Issuer  in  writing  or by  telephone  or
facsimile confirmed in writing.

            8.     INDEMNIFICATION.
                   ---------------

            (a)    Each Trust Party agrees, jointly and severally, to  indemnify
and hold harmless the Initial  Purchaser  and each person,  if any, who controls
the  Initial  Purchaser  within the meaning of the  Securities  Act, or the U.S.
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and the
respective  affiliates,   officers,  directors  and  employees  of  the  Initial
Purchaser  and each such person (and each and all referred to in Section 8(b) as
an "indemnified  party"),  against any losses,  claims,  damages or liabilities,
joint or several,  to which the Initial Purchaser or such controlling person and
the  respective  affiliates,  officers,  directors  and employees of the Initial
Purchaser and each such person may become subject, under the Securities Act, the
Exchange  Act  or  otherwise,   insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are connected with
the execution  and delivery by such Trust Party,  and the  consummation  by such
Trust Party of the  transactions  contemplated  by, this  Agreement or any other
Transaction  Document.  Each Trust  Party  agrees,  jointly  and  severally,  to
reimburse the Initial  Purchaser  and each such  affiliate,  officer,  director,
employee  or  controlling  person  for any  legal or other  expenses  reasonably
incurred by the Initial  Purchaser and each such affiliate,  officer,  director,
employee or controlling person in connection with investigating or defending any
such loss, claim, damage,  liability or action arising out of or being connected
with the execution  and delivery by such Trust Party,  and the  consummation  by
such Trust Party of the  transactions  contemplated  by, this  Agreement  or the
other Transaction Documents. This indemnity agreement will be in addition to any
liability that any of the Trust Parties may otherwise have.
<PAGE>

            (b)    Promptly after receipt by  an  indemnified  party  under this
Section 8 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party of the commencement thereof;
but the  omission  and/or  delay to so notify  the  indemnifying  party will not
relieve it from any liability which it may have to any indemnified  party unless
such omission and/or delay caused actual prejudice to the indemnifying party; in
case any such action is brought against any indemnified  party,  and it notified
the indemnifying party of the commencement  thereof, the indemnifying party will
be  entitled  to  participate  therein  and,  to the extent that it may elect by
written notice, to assume the defense thereof, with counsel satisfactory to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  8 for  any  legal  or  other  expenses  subsequently  incurred  by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation. Counsel provided by the indemnifying party may represent
the indemnifying  party as well as all indemnified  parties hereunder subject to
the following  provisions.  Notwithstanding  anything to the contrary  contained
herein,  such  indemnified  party may continue any such action on its own at its
own expense.  If the defendants in any action include both the indemnified party
and the  indemnifying  party and the  indemnified  party  shall have  reasonably
concluded  that  there  may be  legal  defenses  available  to it  and/or  other
indemnified parties that are different from or additional to or in conflict with
those available to the  indemnifying  party,  the  indemnified  party or parties
shall have the right to select  separate  counsel to assert such legal  defenses
and to  otherwise  participate  in the  defense of such action on behalf of such
indemnified party or parties.  The reasonable fees and expenses of such separate
counsel for the indemnified  party shall be paid by the indemnifying  party. The
indemnifying  party may avoid its duty to indemnify  under this Section 8 if the
indemnified  party,  without the prior written consent of the indemnifying party
(which consent shall not be  unreasonably  withheld),  effects any settlement or
compromise  of, or  consents  to the entry of any  judgment  in, any  pending or
threatened  action in respect of which any  indemnifying  party is or could have
been a party and indemnity could have been sought  hereunder by such indemnified
party  unless  such  settlement  includes  an  unconditional   release  of  such
indemnifying  party from all liability on any claims that are the subject matter
of such action. The indemnifying party shall not be liable for any settlement of
any claim effected without its consent.

            9.     CONTRIBUTION.
                   ------------

            (a)    In  order to  provide for just  and  equitable   contribution
in  circumstances  under  which the  indemnification  provided  for in Section 8
                                                                       ---------
hereof  is for  any  reason  held to be  unenforceable  for  the  benefit  of an
indemnified  party in respect of any  losses,  liabilities,  claims,  damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate  to reflect the  relative  benefits  received by the Sponsor and the
Issuer, on the one hand, and the Initial Purchaser,  on the other hand, from the
offering of the Capital Securities or (ii) if the allocation  provided by clause

<PAGE>

(i) is not permitted by applicable  law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above, but also
the  relative  fault of the  Sponsor and the  Issuer,  on the one hand,  and the
Initial  Purchaser,  on the  other  hand,  in  connection  with the  statements,
omissions  or breaches,  which  resulted in such  losses,  liabilities,  claims,
damages or expenses, as well as any other relevant equitable considerations.

            (b)    The relative benefits received by the Sponsor and the Issuer,
on the one hand,  and the Initial  Purchaser,  on the other hand,  in connection
with the  offering of the Capital  Securities  shall be deemed to be in the same
respective  proportions  as the  total net  proceeds  from the  offering  of the
Capital Securities  (before deducting  expenses) received by the Sponsor and the
Issuer and the Discount  received by the Initial Purchaser bear to the aggregate
of such net proceeds and commissions.

            (c)    The Sponsor and the Issuer and the  Initial  Purchaser  agree
that it would not be just and equitable if contribution pursuant to this Section
                                                                         -------
9 were  determined  by pro rata  allocation or by any other method of allocation
-
which does not take account of the equitable considerations referred to above in
this Section 9. The aggregate amount of losses, liabilities, claims, damages and
     ---------
expenses  incurred by an indemnified party and referred to above in this Section
                                                                         -------
9 shall be deemed to include any legal or other expenses  reasonably incurred by
-
such  indemnified  party in  investigating,  preparing or defending  against any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  based upon any such
untrue or alleged untrue  statement,  omission or alleged  omission or breach or
alleged breach.

            (d)    Notwithstanding  any  provision  of  this  Section 9  to  the
                                                              ---------
contrary,  the Initial  Purchaser shall not be required to contribute any amount
in excess of the Discount.

            (e)    No person guilty of fraudulent  misrepresentation (within the
meaning  of  section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

            (f)    For purposes of this Section 9,  the Initial Purchaser,  each
                                        ---------
person, if any, who controls the Initial Purchaser within the meaning of Section
15 of the  Securities  Act or Section 20 of the Exchange Act and the  respective
partners, directors,  officers, employees and agents of the Initial Purchaser or
any such  controlling  person shall have the same rights to  contribution as the
Initial Purchaser,  while each officer and director of the Sponsor, each trustee
of the Issuer and each  person,  if any,  who  controls  the Sponsor  within the
meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange Act
shall have the same rights to contribution as the Sponsor and the Issuer.

            10.    TERMINATION.  This Agreement shall  be subject to termination
                   -----------
in the  absolute  discretion  of the Initial  Purchaser,  by notice given to the
Sponsor  and the  Issuer  prior  to  delivery  of and  payment  for the  Capital
Securities,  if prior to such time (i) a downgrading  shall have occurred in the
rating  accorded  the  Sponsor's  debt  securities  or  preferred  stock  by any

<PAGE>

"nationally recognized statistical rating organization," as that term is used by
the  Commission  in Rule  15c3-1(c)(2)(vi)(F)  under the  Exchange  Act, or such
organization  shall have publicly  announced that it has under  surveillance  or
review,  with possible negative  implications,  its rating of the Sponsor's debt
securities  or  preferred  stock,  (ii) the  Issuer  shall be unable to sell and
deliver to the Initial Purchaser at least $25,000,000  stated  liquidation value
of Capital  Securities,  (iii) the Sponsor or any of its subsidiaries that is an
insured depository institution shall cease to be "adequately-capitalized" within
the meaning of 12 U.S.C. ss.1831 and applicable  regulations adopted thereunder,
or any formal  administrative  or  judicial  action is taken by any  appropriate
regulatory agency against the Sponsor or any such insured  subsidiary for unsafe
and unsound  practices  or  violations  of law,  (iv) a  suspension  or material
limitation  in trading in  securities  generally  shall have occurred on the New
York Stock Exchange,  (v) a suspension or material  limitation in trading in any
of the  Sponsor's  securities  shall have  occurred on the exchange or quotation
system upon which the Sponsor's  securities  are traded,  if any, (vi) a general
moratorium on commercial  banking  activities shall have been declared either by
federal or Delaware  authorities or (vii) there shall have occurred any outbreak
or escalation of hostilities,  or declaration by the United States of a national
emergency or war or other calamity or crisis,  including acts of terrorism,  the
effect  of which on  financial  markets  is such as to make it,  in the  Initial
Purchaser's judgment,  impracticable or inadvisable to proceed with the offering
or delivery of the Capital Securities.

            11.    SURVIVAL    OF    REPRESENTATIONS   AND   OBLIGATIONS.    The
                   -----------------------------------------------------
representations, warranties, agreements and undertakings in this Agreement shall
continue in full force and effect despite completion of the arrangements for the
purchase and issue of the Capital  Securities or any investigation made by or on
behalf of the Initial Purchaser.

            12.    NOTICES.
                   -------

            (a)    Any communication shall be given by letter or  facsimile,  in
the case of notices to the Issuer, to it at:

            First Bank Statutory Trust VI
            c/o First Banks, Inc.
            600 James S. McDonnell Blvd.
            Hazelwood, MO 63042
            Facsimile:  (314) 592-6621
            Attention:  Peter D. Wimmer

in the case of notices to the Sponsor, to it at:

            First Banks, Inc.
            600 James S. McDonnell Blvd.
            Hazelwood, MO 63042
            Facsimile:  (314) 592-6621
            Attention:  Peter D. Wimmer

and in the case of notices to the Initial Purchaser, to it at:

            Bear, Stearns & Co. Inc.
            383 Madison Avenue
            New York, New York 10179
            Facsimile:  212-272-3182
            Attention:  Asset Backed Securities
<PAGE>

            (b)    Any such communication shall take effect, in  the case  of  a
letter,  at the  time of  delivery  and in the  case of  telex,  at the  time of
dispatch.

            (c)    Any  communication  not  by  telex  shall  be  confirmed   by
letter  but  failure to send or receive  the  letter of  confirmation  shall not
invalidate the original communication.

            13.    GOVERNING LAW.  This  Agreement  shall  be  governed  by  and
                   -------------
construed in accordance with the laws of the State of New York without reference
to its conflict of laws provisions.

            14.    JURISDICTION.  Each  of the parties hereto hereby irrevocably
                   ------------
submits to the non-exclusive jurisdiction of any New York State or United States
federal court  sitting in The City and County of New York over any suit,  action
or proceeding  arising out of or relating to this Agreement or the  transactions
contemplated hereby which is brought by the Initial Purchaser, the Issuer or the
Sponsor and irrevocably  waives, to the fullest extent it may effectively do so,
any objection  which it may now or hereafter  have to the laying of venue of any
such proceeding.

            15.    NO BANKRUPTCY PETITION.  The Initial Purchaser  covenants and
                   ----------------------
agrees  that,  prior to the date which is one year and one day after the payment
in full of all Capital  Securities  issued by the Issuer,  it will not institute
against,  or join any other  Person  in  instituting  against,  the  Issuer  any
bankruptcy,  reorganization,  arrangement, insolvency or liquidation proceedings
or other  proceedings  under any Federal or state bankruptcy or similar law. The
provisions of this Section shall survive  termination  of this Agreement for any
reason whatsoever.

            16.    SUCCESSORS.  This  Agreement will inure to the benefit of and
                   ----------
be binding upon the parties hereto and their respective  successors and assigns,
and no other person will have any right or obligations hereunder.

            17.    COUNTERPARTS. This Agreement may  be executed  in any  number
                   ------------
of counterparts,  each of which shall be deemed to be an original,  but all such
counterparts shall together constitute one and the same Agreement.





<PAGE>


       IN WITNESS  WHEREOF,  this Agreement has been entered into as of the date
hereinabove set forth.

                                FIRST BANKS, INC.


                                By: /s/ Allen H. Blake
                                   ---------------------------------------------
                                Name:   Allen H. Blake
                                     -------------------------------------------
                                Title:  President & Chief Executive Officer
                                      ------------------------------------------

                                FIRST BANK STATUTORY TRUST VI
                                By: FIRST BANKS, INC., as Sponsor


                                By: /s/ Allen H. Blake
                                   ---------------------------------------------
                                Name:   Allen H. Blake
                                     -------------------------------------------
                                Title:  President & Chief Executive Officer
                                      ------------------------------------------

                                BEAR, STEARNS & CO. INC., as Initial Purchaser


                                By: /s/ Thomas S. Dunstan
                                   ---------------------------------------------
                                Name:   Thomas S. Dunstan
                                     -------------------------------------------
                                Title:  Senior Managing Director
                                      ------------------------------------------


<PAGE>



                                                                         ANNEX A

       Pursuant to Section 7(c) of the Purchase  Agreement,  special counsel for
the Offerors shall deliver an opinion in substantially the following form:

       1.      The Company has been duly  incorporated and is  validly  existing
and in good  standing  under  the  laws of the  State  of  Missouri  and is duly
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended,  and the  regulations  thereunder  of the Federal  Reserve,  and the
deposit  accounts of the Company's  Significant  Subsidiaries are insured by the
FDIC to the fullest extent permitted by law and the rules and regulations of the
FDIC,  and, to the best of our knowledge no proceeding  for the  termination  of
such insurance is pending or threatened.  Each of the  Significant  Subsidiaries
has  been  duly  incorporated  as a bank or  other  corporation  and is  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation.  Each of the Company and the  Significant  Subsidiaries  has full
corporate  power  and  authority  (i) to own or lease its  properties  which are
material to its  business as such  business is currently  conducted  and (ii) to
conduct its  business as such  business is  currently  conducted in all material
respects.

       2.      The issuance, sale  and  delivery  of the Debt Securities and the
Capital  Securities in accordance  with the terms and conditions of the Purchase
Agreement,  the  Debenture  Subscription  Agreement,  and the other  Transaction
Documents  have been duly  authorized by all necessary  actions of the Company's
Board of Directors  (the  "Board").  The Debt  Securities  and the ----- Capital
Securities,  when  all  consideration  for the  issuance  and  sale of the  Debt
Securities and Capital Securities has been received by the Company and the Trust
as contemplated  by the Indenture and the Purchase  Agreement and when delivered
in accordance with the Transaction  Documents,  will be duly and validly issued,
fully paid and nonassessable.

       3.      Neither the issue and sale of the Capital Securities  or the Debt
Securities, the execution, delivery and performance of the Transaction Documents
by  the  Company  or  the  Trust  and  the  consummation  of  any  other  of the
transactions  of  the  Company  or the  Trust  contemplated  in any  Transaction
Document nor the fulfillment of the terms thereof will (i) conflict with, result
in a breach  or  violation  of,  or  constitute  a  default  under,  any rule or
regulation  of the  United  States or the State of  Missouri  applicable  to the
Company or the Trust,  or (ii) conflict  with,  constitute a breach or violation
of, or constitute a default  under,  with or without  notice or lapse of time or
both,  any of the  terms,  provisions  or  conditions  of (A)  the  Articles  of
Incorporation,  Certificate of  Incorporation  or corporate  charter,  Bylaws or
similar   governing   documents  of  the  Company  or  any  of  the  Significant
Subsidiaries,  (B) to our knowledge, any material contract, indenture, mortgage,
deed of trust, loan or credit agreement, note, lease, franchise,  license or any
other  agreement or  instrument  to which the Company or any of the  Significant
Subsidiaries is a party or otherwise  bound or (C) to our knowledge,  any order,
decree, judgment,  franchise,  license, permit, rule or regulation of any court,
arbitrator,  government, or governmental agency or instrumentality,  domestic or
foreign,  having  jurisdiction  over  the  Company  or any  of  the  Significant
Subsidiaries  which,  in the  case of any of (i) or  (ii)  above,  would  have a
material adverse effect upon the consummation of the transactions of the Company
or the Trust  contemplated in the Purchase  Agreement and the other  Transaction
Documents or the financial  condition or earnings of the Company,  the Trust and
the Significant Subsidiaries on a consolidated basis.
<PAGE>

       4.      The Company has all  requisite corporate power to enter  into and
perform its obligations  under the Purchase  Agreement,  which has been duly and
validly  authorized,  executed and delivered by the Company and  constitutes the
legal,  valid and  binding  obligation  of the Company  enforceable  against the
Company in accordance with its terms.

       5.      Each of the Indenture and the Guarantee Agreement  has been  duly
authorized,  executed  and  delivered by the Company,  and  (assuming  each such
document is duly authorized,  executed and delivered by the respective trustees)
is a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms.

       6.      The Declaration has been duly authorized,  executed and delivered
by the Company and the Administrators.

       7.      The  Debt  Securities  have  been  duly authorized,  executed and
delivered by the Company, are entitled to the benefits of the Indenture and when
authenticated  in accordance  with the provisions of the Indenture and delivered
to and  paid  for  by the  Trust,  will  constitute  legal,  valid  and  binding
obligations of the Company  enforceable  against the Company in accordance  with
their terms.

       8.      Assuming  the  truth  and  accuracy  of  the  representations and
warranties and compliance with the agreements of the Purchaser  contained in the
Purchase  Agreement,  and  assuming  that the  Capital  Securities  and the Debt
Securities are issued and sold in the manner  contemplated by, and in accordance
with,  the  Purchase   Agreement  and  the  other  Transaction   Documents,   no
authorization, approval, consent or order of any court or governmental agency or
body, or any other regulatory  agency with  jurisdiction over the Company or the
Trust is required  under the laws of the State of Missouri for the  consummation
of the transactions of the Company or the Trust  contemplated in the Transaction
Documents,  including  the  purchase and sale of the Capital  Securities  by the
Purchaser  and the purchase of the Debt  Securities by the Trust except (i) such
authorizations,  approvals,  consents or orders as have been obtained,  and (ii)
the filing of a Form D with the Securities and Exchange  Commission and with the
Securities  Division of the Missouri  Secretary of State (as to which we express
no opinion).

       9.      Assuming  the  truth  and  accuracy  of  the  representations and
warranties and compliance with the agreements of the Purchaser  contained in the
Purchase  Agreement,  and  assuming  that  the  Capital  Securities,   the  Debt
Securities  and  the  Common  Securities  are  issued  and  sold  in the  manner
contemplated  by, and in accordance  with, the Purchase  Agreement and the other
Transaction Documents,  (i) it is not necessary in connection with the offering,
sale and delivery of the Capital Securities,  the Debt Securities and the Common
Securities  to register the same under the  Securities  Act of 1933, as amended,
under the  circumstances  contemplated  in the Purchase  Agreement and the other
Transaction  Documents  and  (ii)  the  Indenture,   Declaration  and  Guarantee
Agreement  are not required to be  qualified  under the Trust  Indenture  Act of
1939.

       10.     Neither the Company nor the Trust is, or after giving  effect  to
the  offering and sale of the Capital  Securities  and the  consummation  of the
transactions  of the Company and the Trust  described in the Purchase  Agreement
and the other  Transaction  Documents,  will be, an  "investment  company" or an
entity "controlled" by an "investment  company," in each case within the meaning
of the Investment Company Act of 1940, as amended.


<PAGE>

       The  opinions  expressed  above are subject to the  following  additional
qualifications:

     A.   Each of our  opinions  regarding  the  enforceability  of the Purchase
          Agreement  and the other  Transaction  Documents may be limited by (1)
          bankruptcy,  insolvency,   reorganization,   receivership,   avoidance
          statutes, fraudulent conveyance and transfer acts, voidable preference
          statutes,  moratorium  or  other  laws  now  or  hereafter  in  effect
          affecting  creditors'  rights  (including,  but not  limited  to,  the
          fraudulent  conveyance  laws of the State of  Missouri  and the United
          States ("Federal")  Bankruptcy Code), (2) general equitable principles
                   -------
          (regardless  of  whether  enforcement  is sought in equity or at law),
          limitations  on  the  availability  of  equitable  remedies  (such  as
          specific    performance),    and    similar    principles    governing
          enforceability,  such as but not  necessarily  limited to standards of
          commercial reasonableness,  and (3) applicable procedural requirements
          of  applicable  state or Federal  law.  In  addition,  provisions  for
          indemnification,   contribution  or  exculpation  of  parties  may  be
          unenforceable  or limited to the extent that they (i)  violate  public
          policy   considerations,   (ii)   provide   for   indemnification   or
          contribution  in favor of, or exculpation of, parties for violation of
          securities law or (iii) provide for indemnification or contribution in
          favor of, or  exculpation  of,  parties with respect to such  parties'
          willful misconduct or gross negligence.

     B.   The enforceability of the Purchase Agreement and the other Transaction
          Documents is subject to (1) the effect of generally  applicable  rules
          or law  that  limit  or deny  the  enforceability  of  provisions  (i)
          purporting  to waive  defenses  or rights or the  obligations  of good
          faith, fair dealing, diligence and reasonableness;  or (ii) purporting
          to authorize a party to take discretionary independent actions for the
          account of, or as agent or attorney-in-fact for, the Company under the
          Purchase Agreement or any of the other Transaction Documents;  and (2)
          the  effect of  generally  applicable  rules of law that may,  where a
          portion of the contract may be unenforceable, limit the enforceability
          of  the  balance  of  the  contract  to  circumstances  in  which  the
          unenforceable  portion is not an essential part of the  transaction or
          contract.

     C.   We express no opinion as to the  enforceability of (i) any contractual
          provision which either directly or indirectly limits or tends to limit
          the time in which any suit or  action  may be  instituted  by a party;
          (ii) any  contractual  provision which requires a party to execute and
          deliver additional  agreements or instruments other than agreements or
          instruments  which are limited in effect to  effectuating  the express
          terms of the Purchase Agreement or another Transaction Document and do
          not  expand or modify  such  terms;  (iii) any  contractual  provision
          whereby a party or parties submit to the  jurisdiction of a particular
          court or forum for the  adjudication  of  disputes or waive any claim,
          defense  or  right of  appeal  based  upon  any lack of  jurisdiction,
          inconvenient  forum, venue or the like; (iv) any consent of a party to
          service  of  process  upon it in a manner  that does not  satisfy  the
          requirements of applicable law; (v) any waiver of a party of its right
          to a jury trial; and (vi) any contractual  provision  stating that the
          Purchase  Agreement or any of the other  Transaction  Documents or the
          obligations,  rights or remedies of the  parties  thereunder  shall be
          governed by or construed or determined in accordance  with the laws of
          the State of New York.
<PAGE>

     D.   The  enforceability of any provision of the Purchase  Agreement or any
          of the other Transaction Documents which purports to be a guarantee of
          the  payment or  performance  of the  obligations  of  another  person
          ("guaranteed   obligations"),   including,   without  limitation,  the
          applicable  provisions of the Guarantee  Agreement,  is subject to the
          effect of generally  applicable  rules of law that may  discharge  the
          guarantor  to the extent that (i) action or inaction by a  beneficiary
          of the guaranteed obligations impairs the value of collateral securing
          guaranteed obligations,  if any, to the detriment of such guarantor or
          (ii) the guaranteed  obligations are materially  modified  without the
          consent of the guarantor.

     E.   With respect to the  enforceability  of the  Transaction  Documents by
          Wells Fargo  Delaware  Trust  Company  and Wells Fargo Bank,  National
          Association (collectively,  "Wells Fargo") against the Company, in the
                                       -----------
          event that the  actions of Wells  Fargo  pursuant  to the  Transaction
          Documents or any related document or instrument constitute acting as a
          trustee,  executor,  administrator,  guardian  or in  any  other  like
          fiduciary capacity, the provisions of Mo. Rev. Stat. ss. 362.600 could
          prohibit Wells Fargo from so acting in the State of Missouri, in which
          event the persons or entities on whose behalf Wells Fargo acts in such
          capacity  would be required to appoint or seek court  appointment of a
          successor  to Wells Fargo who is  authorized  to act in such  capacity
          under ss. 362.600.

     F.   With respect to the recovery of attorneys'  fees under the Transaction
          Documents,  the  provisions of Mo. Rev. Stat. ss. 408.092 apply to the
          right  to  recover  attorneys'  fees  in  connection  with  a  "credit
          agreement" (as defined in Mo. Rev.  Stat. ss.  432.045.1) and reads in
          pertinent part as follows:

               Notwithstanding  any  other  provision  of law  to the
               contrary, attorneys' fees are permitted to  enforce  a
               credit  agreement provided  the enforcing  attorney is
               a licensed member of the Missouri Bar or is authorized
               to practice law in Missouri, and such fees meet one of
               the following requirements:

                    (1) Such fees are  included in a written  credit  agreement,
               and are not otherwise prohibited by law; or

                    (2)  Such  fees  do  not  exceed  fifteen   percent  of  the
               outstanding  credit balance in default,  provided such credit was
               extended by a for-profit business or credit union.

               At  the  court's discretion,  additional fees  may  be
               awarded to the attorney for the prevailing party.

               A "credit  agreement" is defined in Mo. Rev. Stat. ss.
               432.045.1  as  "an  agreement  to  lend  or   forebear
               repayment of money,  to otherwise extend credit, or to
               make other financial accommodation."

     G.   Our  opinions  are  given  as of the date  hereof,  and we  assume  no
          obligation  to  update or  supplement  our  opinions  in  response  to
          subsequent  changes in the law (including  those that have retroactive
          effect) or future events or  circumstances  affecting the transactions
          contemplated under the Purchase Agreement.

     H.   The opinions expressed in the first two sentences of opinion paragraph
          1 of this opinion  letter are based  solely upon certain  certificates
          and  confirmations  issued by the applicable  governmental  officer or
          authority  with  respect to each of the  Company  and the  Significant
          Subsidiaries.
<PAGE>

          With respect to the foregoing  opinions,  since no member of this firm
is  actively  engaged in the  practice  of law in the States of  Delaware or New
York,  we do not express any opinions as to the laws of such states and have (i)
relied,  with your  approval,  upon the opinion  letter(s) of Potter  Anderson &
Corroon LLP with  respect to matters of Delaware  law  addressed  therein,  (ii)
assumed,  with your  approval and without  rendering any opinion to such effect,
that to the extent  applicable  and material to the  opinions  expressed in this
opinion letter, the laws of the State of New York are substantively identical to
the laws of the State of Missouri,  without regard to conflict of law provisions
and (iii) assumed,  with your approval and without rendering any opinion to such
effect, that the Trust was duly created and is validly existing in good standing
as a statutory trust under the Delaware Statutory Trust Act.

          The  opinions  expressed  herein are  rendered to you solely  pursuant
to  Section  7(c) of the  Purchase  Agreement  and  have  been  provided  at the
Company's  request.  As such, they may be relied upon by you only and may not be
used or relied upon by you for any other  purpose or by any other person for any
purpose whatsoever without our prior written consent. We do, however, consent to
DLA Piper  Rudnick  Gray Cary US LLP  relying  upon this  opinion  to the extent
necessary  for  it to  deliver  an  opinion  as to  the  enforceability  of  the
Transaction Documents under New York law.

                 The Opinion is to be governed by New York law.





<PAGE>

                                                                         ANNEX B


          Pursuant to Section 7(c) of the Purchase  Agreement, tax  counsel  for
the Offerors shall deliver an opinion in substantially the following form:

          It is our opinion that, under current law and assuming the performance
of the Transaction Documents in accordance with the terms described therein, the
Subordinated  Debt  Securities  will be treated for United States federal income
tax purposes as indebtedness of the Company.

          It is our opinion that the Trust will be classified for  United States
federal income tax purposes as a grantor trust and not as an association taxable
as a corporation.