EXHIBIT 4.4














                               PLACEMENT AGREEMENT

                                      among



                          FIRST BANK STATUTORY TRUST X,
                                     Issuer



                               FIRST BANKS, INC.,
                                     Sponsor



                                       and



                                 COHEN & COMPANY
                                 Placement Agent







                           Dated as of August 29, 2007
















<PAGE>

         PLACEMENT  AGREEMENT,  dated as of August 29, 2007 (this  "Agreement"),
among First Bank Statutory  Trust X, a statutory trust created under the laws of
the State of Delaware (the "Issuer"), First Banks, Inc., a Missouri corporation,
as Sponsor under the Declaration,  as defined below (the "Sponsor" and, together
with the Issuer, the "Trust Parties"),  and Cohen & Company,  as placement agent
(the "Placement Agent").

         WHEREAS,  the Issuer proposes to issue U.S.  $15,000,000 of its Capital
Securities, designated TP Securities, due September 15, 2037 (the "Securities");

         WHEREAS,  the  Securities  will be issued  pursuant  to an Amended  and
Restated  Declaration  of  Trust  to  be  dated  as  of  August  31,  2007  (the
"Declaration"),  among First Banks,  Inc.,  as Sponsor,  LaSalle  Bank  National
Association,  as  Institutional  Trustee,  LaSalle  National Trust Delaware,  as
Delaware Trustee, and the Administrators named therein;

         WHEREAS, the Issuer has agreed not later than August 31, 2007 ("Closing
Date"),  to provide the Placement  Agent with a copy of the  Declaration and any
other  documents  required to be  delivered  pursuant to the terms hereof or the
Declaration;

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

         WHEREAS, capitalized terms used herein but not otherwise defined herein
shall have the meaning ascribed thereto in the Declaration;

         NOW IT IS HEREBY AGREED as follows:

               1.    PLACEMENT OF SECURITIES; COMPENSATION.
                     -------------------------------------

               (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  hereby  appoints the Placement  Agent as placement  agent to
place Securities, and the Placement Agent hereby accepts such appointment.  From
the date hereof  until any  termination  of the  Placement  Agent's  obligations
hereunder,  the  Placement  Agent  shall  use its  reasonable  efforts  to place
Securities with investors permitted by the terms hereof.

               (b)   The 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 Securities shall be made at the offices of LaSalle Bank National Association
or such other  location  or  locations  as shall be mutually  acceptable  to the
parties hereto.  Delivery of the 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 Sponsor or by such other means in same day funds
as shall be acceptable to the Placement Agent and Sponsor. Such payment shall be
made upon authorization from the Placement Agent (such authorization to be given
if the  conditions to the  Placement  Agent's  obligations  set forth herein are
either satisfied or waived) against  delivery of the Securities.  The Securities
will be in the form  requested by the  Placement  Agent in  accordance  with the
terms of the Declaration.

               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  Placement  Agreement,  whether or not the  transactions
contemplated  herein are consummated or this Placement  Agreement is terminated,
including all costs and expenses  incident to (i) the  authorization,  issuance,
sale  and  delivery  of the  Securities  and any  taxes  payable  in  connection
therewith;  (ii) the fees and expenses of qualifying  the  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;  provided,  however,  that  Placement  Agent will provide
Sponsor a $10,000 credit for such expenses concurrently with consummation of the
transactions hereunder.
<PAGE>

         Notwithstanding  the foregoing,  if the sale of the Securities provided
for in this  Placement  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  Placement  Agreement is terminated  pursuant to clause
(i), (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 other than by
a reason of a default by the  Placement  Agent,  the Sponsor will  reimburse the
Placement Agent upon demand for all reasonable out-of-pocket expenses (including
the  fees  and all  reasonable  expenses  of  special  counsel  retained  by the
Placement  Agent,  which fees and expenses shall not exceed  $12,500) that shall
have been  incurred  by the  Placement  Agent in  connection  with the  proposed
placement of the Securities. The Sponsor shall not in any event be liable to the
Placement  Agent  for the loss of  anticipated  profits  from  the  transactions
contemplated by this Placement Agreement.

               4.    REPRESENTATIONS AND WARRANTIES.  Each  Trust  Party  hereby
                     ------------------------------
represents,  warrants and agrees to and with the Placement Agent 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
Declaration,  this Agreement, or any other documents relating to or otherwise in
connection  with  the  issue  and  sale  of the  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  Securities
("Material Adverse Effect");

               (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 Placement Agent and the
other parties  thereto (if any), 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 Declaration);

               (d)   all of the issued  and  outstanding  capital  stock  of the
Sponsor  has been duly  authorized  and  validly  issued  and is fully  paid and
nonassessable;

               (e)   other than as set forth in Schedule 4(e), all of the issued
and  outstanding  capital  stock of each  Significant  Subsidiary  has been duly
authorized and validly issued, is fully paid and nonassessable,  and is owned by
the Sponsor,  directly or through  subsidiaries,  free 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 or is otherwise
bound;
<PAGE>

               (f)   with respect  to the  Issuer,  on  the  Closing  Date,  the
Securities will have been duly authorized by the Issuer and, when duly executed,
authenticated,  issued and delivered in accordance with the Declaration  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 Declaration;

               (g)   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
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;

               (h)   the  execution  and  delivery of the Transaction Documents,
the issue of the  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  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;

               (i)   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 aggregate could reasonably be expected to
have a Material Adverse Effect on the Issuer's issuance of the Securities;

               (j)   no event has occurred since January 1, 2007 which,  had the
applicable  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 under the
Declaration;

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

               (l)   with respect to the  Issuer,  any  taxes,  fees  and  other
governmental  charges in  connection  with the  execution  and  delivery of this
Agreement and any  Transaction  Document or the execution,  delivery and sale of
the Securities have been or will be paid on or prior to the Closing Date;

               (m)   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 Securities  owned or to
be owned by such person; and

               (n)   in the  case of each offer or sale of  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

<PAGE>

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 Placement
Agent)  has  offered or sold,  nor will the  Issuer or any person  acting on its
behalf  (other than the Placement  Agent) offer or sell directly or  indirectly,
any 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 Placement Agent,  would reasonably be expected to render the issuance and
sale of any of the 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.

               (o)   The audited  consolidated  financial  statements (including
the  notes   thereto)  and  schedules  of  the  Sponsor  and  its   consolidated
subsidiaries  for the year ended December 31, 2006 (the "Financial  Statements")
and the interim unaudited  consolidated  financial statements of the Sponsor and
its  consolidated  subsidiaries for the period ended June 30, 2007 (the "Interim
Financial  Statements")  provided  to the  Placement  Agent 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.  There has been no material adverse change
or  development  with  respect to the  Financial  Statements  or earnings of the
Sponsor and its  subsidiaries,  taken as a whole.  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.

               (p)   The Sponsor's report on FR Y-9C and FR Y-9LP dated June 30,
2007,  provided to the Placement Agent is the most recent  available such report
and the  information  therein  fairly  presents  in all  material  respects  the
financial  information  of the  Sponsor and its  subsidiaries,  required by such
form.

               (q)   Since the respective dates of the Financial Statements, the
Interim  Financial  Statements  and the FR Y-9C and FR Y-9LP,  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.

               (r)   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.

               (s)   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 or 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  Agent  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.
<PAGE>

               (t)   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.

               (u)   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
                     --------------------------
Placement Agent as follows:

               (a)   Neither  the  Issuer,  nor  any  of  its affiliates nor any
person  authorized to act on its behalf (other than the Placement  Agent),  will
engage in any directed  selling  efforts with respect to the  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.

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

               (c)   For so long as any of the  Securities are  outstanding  and
are  "restricted  securities"  within the  meaning of Rule 144,  the Issuer will
provide or cause to be provided to any holder of Securities and any  prospective
purchaser of the  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 Capital Securities or the Debentures.

               (f)   The  Sponsor  shall  not  identify  the  Placement Agent i
n a press release or any other written public  statement  without the consent of
such Placement Agent, except as required by applicable law.

               6.   SELLING RESTRICTIONS.  The Placement  Agent  represents  and
                    --------------------
warrants to the Issuer that:

               (a)   It understands  that the  Securities 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  Securities  within the United
States  except  to  persons  whom it  reasonably  believes  to be (a)  Qualified
Institutional  Buyers (as defined in Rule 144A under the  Securities  Act),  (b)
institutional  Accredited  Investors (as defined in Rule 501(a)(1),  (2), (3) or
(7) under the  Securities  Act) or (c) a person who is not a "U.S.  Person"  (as

<PAGE>

such term is defined in Rule 902 under the Securities Act) that is not acquiring
the  Securities  for the  account or benefit of any U.S.  Person in an offer and
sale that  constitutes  an  "offshore  transaction"  under  Regulation  S of 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  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 Securities  under the Securities Act or any blue sky law of
any State and that future  transfers of the Securities may not be made except in
compliance with applicable securities laws.

               (b)   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 Securities in the United States.

               (c)   It will not offer or sell the 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  Securities,  and will offer and sell the
          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 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 Securities,  it shall have sent to each
          distributor,  dealer or person receiving a selling concession,  fee or
          other remuneration that purchases the Securities through it during the
          applicable  Distribution Compliance Period a confirmation or notice of
          substantially the following effect:

               "The 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 Securities
               or the Closing Date, to persons other than the Placement Agent or
               other  distributors  in reliance on  Regulation S and the Closing
               Date,  except in either case in accordance  with  Regulation S or
               Regulation D or other exemptive  provisions  under the Securities
               Act.  Terms  used  above  have  the  meanings  given  to  them by
               Regulation S."

               (d) 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
Securities in any  jurisdiction  where action to implement such offer or sale of
the  Securities  is required.  The  Placement  Agent shall not offer or sell any
Securities in any jurisdiction except in compliance with applicable law, and the
Placement  Agent agrees,  at its own expense,  to comply with all such laws. The
Placement  Agent  shall at its own  expense  obtain  any  consent,  approval  or
authorization  required for it to offer or sell the Securities under the laws or
regulations  of any  jurisdiction  where it  proposes to make offers or sales of
Securities.

               7.    CONDITIONS  PRECEDENT.  The  obligations  of  the Placement
                     ---------------------
Agent  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:

               (a)   The   Issuer   shall   have   obtained   all   governmental
authorizations  required,  if any, in connection  with the issue and sale of the
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 Placement
Agent 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 of the Issuer,  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.
<PAGE>

               (c)   The Placement Agent,  the  Trustees and the  Purchaser  (as
defined  below)  shall have been  furnished  with the opinion of counsel for the
Trust  Parties  substantially  in the  form set out in Annex A dated on the date
hereof and in a form reasonably acceptable to the Placement Agent.

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

               (e)   Prior to the Closing Date,  the Issuer shall furnish to the
Placement  Agent such further  information,  certificates  and  documents as the
Placement Agent 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  Placement  Agent and its counsel,  this  Agreement and all
obligations  of the Placement  Agent  hereunder may be canceled by the Placement
Agent 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  Placement  Agent and each person,  if any, who
controls the Placement  Agent 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 Placement Agent
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  Placement  Agent or such  controlling  person and the
respective affiliates,  officers, directors and employees of the Placement Agent
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;
provided,  however  that each Trust  Party will not be liable to an  indemnified
party if and to the extent that any such loss,  claim,  damage or liability  was
the result of negligence or willful  misconduct of such indemnified  party. Each
Trust Party agrees, jointly and severally,  to reimburse the Placement Agent and
each such affiliate,  officer, director,  employee or controlling person for any
legal or other expenses reasonably incurred by the Placement Agent 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.

               (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.  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

<PAGE>

party.   Notwithstanding   anything  to  the  contrary  contained  herein,  such
indemnified  party may  continue  any such action on its own at its own expense.
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
Trust,  on the one hand, and the Placement  Agent,  on the other hand,  from the
offering of the Securities or (ii) if the  allocation  provided by clause (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 Trust,  on the one hand, and the Placement
Agent,  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  Sponsor  and  the Trust and the Placement  Agent 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.

               (c)   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.

               (d)   For purposes of this Section 9, the  Placement Agent,  each
person,  if any, who controls the Placement  Agent 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 Placement Agent or
any such  controlling  person shall have the same rights to  contribution as the
Placement Agent, while each officer and director of the Sponsor, each trustee of
the Trust 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 Trust.

               10.   TERMINATION. This Agreement shall be subject to termination
                     -----------
in the absolute  discretion of the Placement  Agent,  by written notice given to
the Sponsor and the Issuer prior to delivery of and payment for the  Securities,
if prior to such  time (i) a  downgrading  shall  have  occurred  in the  rating
accorded  the  Sponsor's  debt  securities  or preferred  stock,  if any, by any
"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,  if any, (ii) the Issuer shall be unable to sell
and  deliver to PFW III,  Ltd.  or such  other  purchaser(s)  of the  Securities
acceptable to the Placement Agent (the "Purchaser") at least $15,000,000  stated
liquidation  value of 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  federal  banking agency against the Sponsor or any
such insured subsidiary for unsafe and unsound banking practices,  or violations
of law,  (iv) a  suspension  or  material  limitation  in trading in  securities

<PAGE>

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  Placement  Agent's  judgment,
impracticable  or  inadvisable  to proceed  with the offering or delivery of the
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
issue and placement of the Securities or any investigation  made by or on behalf
of the Placement Agent.

               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 X
               c/o First Banks, Inc.
               600 James S. McDonnell Blvd.
               Hazelwood, Missouri  63042
               Facsimile:  (314) 592-6640
               Attention:  Peter D. Wimmer

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

               First Banks, Inc.
               600 James S. McDonnell Blvd.
               Hazelwood, Missouri  63042
               Facsimile:  (314) 592-6640
               Attention:  Peter D. Wimmer

and in the case of notices to the Placement Agent, to it at:

               Cohen & Company
               2929 Arch Street, Suite 1703
               Philadelphia, Pennsylvania 19104
               Facsimile:  (215) 701-8282
               Attention:  Asset Backed Securities

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

               (c)   Any communication not by  facsimile  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 Placement  Agent, 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 Placement Agent covenants and
                     -----------------------
agrees  that,  prior to the date which is one year and one day after the payment
in full of all 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.
<PAGE>

               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/ Lisa K. Vansickle
                                            ------------------------------------
                                         Name:    Lisa K. Vansickle
                                              ----------------------------------
                                         Title:   SVP - Chief Financial Officer
                                               ---------------------------------

                                         First Bank Statutory Trust X
                                         By:  First Banks, Inc., as Sponsor


                                         By:  /s/ Lisa K. Vansickle
                                            ------------------------------------
                                         Name:    Lisa K. Vansickle
                                              ----------------------------------
                                         Title:   SVP - Chief Financial Officer
                                               ---------------------------------

                                         Cohen & Company, as Placement Agent


                                         By:  /s/ E. Robert Kent III
                                            ------------------------------------
                                         Name:    E. Robert Kent III
                                              ----------------------------------
                                         Title:   Director
                                               ---------------------------------


<PAGE>


                                                                         ANNEX A

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


                                August 31, 2007

Ladies and Gentlemen:

         We have acted as special  counsel  for First  Banks,  Inc.,  a Missouri
corporation (the "Company"),  First Bank Statutory Trust X, a Delaware statutory
trust  (the  "Trust,"  and  together  with  the  Company,  the  "Offerors"),  in
connection  with the issue and sale by the  Trust of 15,000  Capital  Securities
(liquidation  amount  $1,000  per  capital  security)   representing   undivided
beneficial interests in the assets of the Trust (the "Capital Securities"),  the
subsequent  purchase by the Trust from the Company of  $15,464,000  in aggregate
principal  amount of Junior  Subordinated  Deferrable  Interest  Debentures (the
"Debt  Securities")  and the guarantee by the Company of the Capital  Securities
pursuant to a Guarantee Agreement (the "Guarantee Agreement"). Capitalized terms
used but not defined  herein shall have the  meanings  assigned to such terms in
the  Placement  Agreement  effective  as of August  29,  2007,  by and among the
Company, the Trust and Cohen & Company (the "Placement Agreement"). This opinion
letter is furnished pursuant to the Placement Agreement.

         We  have   examined   originals  or  copies  of  (i)  the  Articles  of
Incorporation of the Company, together with all amendments thereto ("Articles of
Incorporation"),  (ii) the Bylaws of the Company, as amended  ("Bylaws"),  (iii)
certain  resolutions  of the  Board  of  Directors  of  the  Company,  (iv)  the
Certificate  of Trust of the Trust as filed with the  Secretary  of State of the
State of Delaware on August 29, 2007, (v) the  Declaration of Trust of the Trust
effective as of August 29, 2007 between the Company and LaSalle  National  Trust
Delaware,  as  trustee  ("Delaware  Trustee"),  (vi) the  Amended  and  Restated
Declaration of Trust (the  "Declaration")  effective as of August 31, 2007 among
the Company, the Delaware Trustee, LaSalle Bank National Association, as trustee
("Institutional    Trustee")    and    administrators    of   the   Trust   (the
"Administrators"), (vii) the Guarantee Agreement effective as of August 31, 2007
between the Company and LaSalle Bank National Association, as Guarantee Trustee,
(viii) the  Indenture  effective  as of August 31, 2007  between the Company and
LaSalle Bank National Association,  as Debenture Trustee (the "Indenture"),  and
(ix) such other  documents and records as we have deemed  necessary and relevant
for purposes hereof.

         In  addition,  we have  relied on  certificates  of  public  officials,
officers and  employees of the Offerors and  significant  subsidiaries,  if any,
(each  a   "Significant   Subsidiary"   and   collectively,   the   "Significant
Subsidiaries")  as to certain  matters of fact relating to this opinion and have
made such  investigations  of law as we have deemed  necessary and relevant as a
basis hereof.  We have assumed the legal  capacity of all natural  persons,  the
genuineness of all  signatures,  the  authenticity  of all documents and records
submitted to us as originals,  the conformity to original  documents and records
of all documents and records submitted to us as copies,  and the truthfulness of
all statements of fact contained therein.

         Based on the foregoing and subject to the  limitations  and assumptions
set forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:

         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 holding company under applicable rules and regulations.  To the best of our
knowledge,  each of the  Significant  Subsidiaries  is duly  organized,  validly
existing and in good standing under the laws of its jurisdiction of organization
and each of the  Company and the  Significant  Subsidiaries  has full  corporate
power and authority to own or lease its  properties  and conduct its business as
such business is currently  conducted in all material  respects.  To the best of
our  knowledge,  all  outstanding  shares of  capital  stock of the  Significant
Subsidiaries have been duly authorized and validly issued and are fully paid and
nonassessable.

         2.   The issuance, sale and delivery of the Capital Securities and Debt
Securities  in  accordance  with  the  terms  and  conditions  of the  Placement
Agreement,   the  Capital  Securities  Purchase   Agreement,   the  Subscription
Agreements  and  the  Operative  Documents  have  been  duly  authorized  by all
necessary actions of the Offeror's Board of Directors (the "Board").  All of the
Capital  Securities have been duly and validly authorized by the Board and, when
delivered in accordance  with the Placement  Agreement,  the Capital  Securities
Purchase  Agreement and the  Subscription  Agreements,  will be duly and validly
issued,  fully  paid and  nonassessable,  and will  conform  to the  description
thereof in the Declaration. There are no preemptive or other rights to subscribe

<PAGE>

for or to  purchase  any shares of  capital  stock or equity  securities  of the
Offerors  or,  to the best of our  knowledge,  without  a duty of  inquiry,  the
Significant  Subsidiaries  pursuant to the corporate  Articles of Incorporation,
Bylaws  or  other  governing  documents   (including  without  limitation,   the
Declaration) or, to the best of our knowledge, any agreement or other instrument
to which either Offeror or any of the Significant Subsidiaries may be bound.

         3.   The Offerors have all requisite corporate and trust power to enter
into and perform their  obligations under the Placement  Agreement,  the Capital
Securities Purchase Agreement and the Subscription Agreements, and the Placement
Agreement,  the  Capital  Securities  Purchase  Agreement  and the  Subscription
Agreements have been duly and validly authorized,  executed and delivered by the
Offerors and constitute the legal, valid and binding obligations of the Offerors
enforceable in accordance with their terms,  except as the  enforcement  thereof
may be limited by general  principles of equity and by  bankruptcy,  insolvency,
reorganization,  receivership,  moratorium,  fraudulent conveyance or other laws
relating  to or  affecting  creditors'  rights  generally,  and  except  as  the
indemnification  and  contribution  provisions  thereof  may  be  limited  under
applicable  laws and  certain  remedies  may not be  available  in the case of a
non-material breach.

         4.   Each of the Indenture, the Declaration and the Guarantee Agreement
has been duly  authorized,  executed and  delivered by the Company,  and (in the
case of the  Indenture  and the  Guarantee,  respectively,  assuming  it is duly
authorized,  executed and delivered by the  respective  trustees)  constitutes a
valid and legally  binding  obligation of the Company  enforceable in accordance
with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
receivership,  moratorium,  fraudulent  conveyance  and other laws affecting the
rights and remedies of creditors generally and to general principles of equity.

         5.   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,  subject to the effect of bankruptcy,  insolvency,  reorganization,
receivership,  moratorium,  fraudulent  conveyance  and other laws affecting the
rights and remedies of creditors generally and to general principles of equity.

         6.   Neither of the Offerors 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 Declaration).  The execution,  delivery and
performance  of  the  Placement  Agreement,   the  Capital  Securities  Purchase
Agreement  and  the   Subscription   Agreement  and  the   consummation  of  the
transactions  contemplated by the Placement  Agreement,  the Capital  Securities
Purchase  Agreement,  the Subscription  Agreement and the Declaration do not and
will not conflict  with,  result in the creation or  imposition  of any material
lien, claim,  charge,  encumbrance or restriction upon any property or assets of
the Offerors or, to the best of our knowledge,  the Significant  Subsidiaries or
constitute a material  breach or violation of, or constitute a material  default
under,  with or  without  notice  or lapse of time or  both,  any of the  terms,
provisions or conditions of the articles of incorporation or charter,  bylaws or
other governing documents (including without limitation, the Declaration) of the
Offerors  or the  Significant  Subsidiaries  or to the  best  of our  knowledge,
without a duty of inquiry, 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 Offerors or the Significant Subsidiaries is
a party or by which  any of them or any of their  respective  properties  may be
bound or 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 Offerors or
the Significant  Subsidiaries or any of their  respective  properties  which, in
each case, is material to (i) the Offerors and the Significant Subsidiaries on a
consolidated  basis  and (ii) the  transactions  contemplated  by the  Placement
Agreement in connection with the offer and sale of the Capital Securities.

         7.   Except for filings, registrations,  or qualifications  that may be
required by securities laws, no authorization, approval, consent or order of, or
filing,  registration  or  qualification  with, any person  (including,  without
limitation,  any court,  governmental  body or authority) is required  under the
laws of the State of Missouri in connection with the  transactions  contemplated
by the Placement  Agreement in connection with the offer and sale of the Capital
Securities as contemplated by the Placement Agreement.

         8.   No action,  suit or proceeding  at law or in equity is  pending or
threatened to which the Offerors or the Significant  Subsidiaries is or may be a
party,  and no action,  suit or proceeding  is pending or threatened  against or
affecting  the  Offerors  or  the  Significant  Subsidiaries  or  any  of  their
properties,  before or by any court or governmental official,  commission, board
or other administrative agency, authority or body, or any arbitrator, wherein an

<PAGE>

unfavorable  decision,  ruling or finding could reasonably be expected to have a
material  adverse effect on the  consummation of the Placement  Agreement or the
issuance  and sale of the  Capital  Securities  as  contemplated  therein or the
condition (financial or otherwise),  earnings,  affairs, business, or results of
operations of the Offerors and the  Significant  Subsidiaries  on a consolidated
basis.

         9.   Assuming the accuracy of the representations  and  warranties  and
compliance  with  the  agreements  contained  herein,  it is  not  necessary  in
connection with the offering,  sale and delivery of the Capital Securities,  the
Debt  Securities  and the  Guarantee  Agreement  to register  the same under the
Securities Act of 1933, as amended, under the circumstances  contemplated in the
Placement  Agreement  and  the  Subscription  Agreements,   and  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 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.

         The foregoing  opinion is, with your  concurrence,  predicated upon and
qualified in its entirety by the following:

               (a) The  foregoing  opinion is based on and is limited to the law
of the State of New York, the General  Corporation  Law of the State of Delaware
and the relevant law of the United States of America.

               (b) Whenever our opinion is based on  circumstances  "to the best
of our  knowledge,"  "known  to  us," or  similar  expressions,  we have  relied
exclusively on  certificates of officers or  representatives  of the Offerors or
the  Significant  Subsidiaries,  as applicable  (after  discussing  the contents
thereof  with  such  officers),  as to  the  existence  or  nonexistence  of the
circumstances  upon  which  our  opinion  is  predicated.  We have no  reason to
believe,  however,  that any such  certificate  is untrue or  inaccurate  in any
material respect.

         This  opinion is  delivered  solely to you  (except  that a  subsequent
purchaser  may also  rely on this  opinion)  and may not be used  for any  other
purpose and may not be quoted,  circulated or published, in whole or in part, or
otherwise  referred to or furnished to any other person other than your counsel,
without our express prior written authorization.