EXHIBIT 10.3


                              TERMINATION AGREEMENT

        THIS TERMINATION  AGREEMENT (this "Agreement") dated as of May 19, 2008,
is  entered  into  by and  among  FIRST  BANKS,  INC.,  a  Missouri  corporation
("Borrower"),  the financial  institutions  that have executed this Agreement as
lenders (each individually a "Lender" and collectively the "Lenders"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent.

        WHEREAS,  pursuant to that certain Secured Credit  Agreement dated as of
August 8, 2007,  as amended by that certain  First  Amendment to Secured  Credit
Agreement and Second  Amendment to Secured  Credit  Agreement,  each dated as of
February 12, 2008 (the foregoing,  collectively,  the "Credit Agreement"),  each
made by and among Borrower,  Agent, and the Lenders,  Lenders,  severally,  made
available  (a) a  revolving  credit  facility  in  the  amount  of  One  Hundred
Twenty-Five Million Dollars  ($125,000,000)  including (i) a revolving letter of
credit sub-facility in the amount of Five Million Dollars ($5,000,000), and (ii)
a swingline loan  sub-facility  (from  Swingline  Lender only (as defined in the
Credit  Agreement))  in the amount of Ten Million  Dollars  ($10,000,000),  with
certain  term loan  conversion  privileges;  and (b) the right to  increase  the
credit facilities  described at (a) above by an amount up to Twenty-Five Million
Dollars ($25,000,000); and

        WHEREAS, as of the date hereof, (a) the aggregate  outstanding principal
balance  of the  Revolving  Loans  is  Zero  Dollars  ($0),  (b)  the  aggregate
outstanding  principal  balance of all Term Loans is Zero Dollars ($0),  and (c)
the aggregate  amount of outstanding  Letters of Credit  (including  matured but
unsatisfied  Obligations of  Reimbursement)  is One Million Two Hundred Thousand
Dollars  ($1,200,000) (which for purposes hereunder shall constitute the Maximum
Reimbursement Obligation pursuant to Section 2.3.3 of the Credit Agreement); and

        WHEREAS, Borrower desires, and the Lenders have agreed,  notwithstanding
the  terms  and  provisions  of  the  Credit  Agreement,  to allow  Borrower  to
terminate  the  Credit  Agreement,  all  subject  to the  terms  and  conditions
hereinafter set forth;

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements herein set forth, the parties hereto hereby agree as follows:

        1.     Affirmation of Recitals; Definitions.  The  recitals are true and
               ------------------------------------
correct  and  incorporated  herein  by this  reference.  Capitalized  terms  not
otherwise defined herein shall have the same meaning as in the Credit Agreement.

        2.     Termination.
               -----------
               (a)    Effective upon the date all of the conditions provided for
        in Section 5 hereof shall have either been satisfied or expressly waived
        in  writing  by  Agent (the "Effective  Date"),  the  Credit  Agreement,
        together with any obligation of any Lender to make any Advances or issue
        additional Letters  of  Credit,   and  all  obligations of Borrower  and
        Guarantors thereunder and under all Loan Documents,  shall be terminated
        in   their  entirety  (the  "Termination");   provided,   however,   and
        notwithstanding the foregoing, Sections 12.3, 12.5, 12.7, 13.4, and 13.5
        of the  Credit Agreement shall survive the Termination.

               (b)    The  parties  acknowledge  that,   as   of   May 19, 2008,
        Borrower's    outstanding  Obligations  under   the   Credit   Agreement
        (including, but not limited  to,  principal and  all  accrued and unpaid
        interest,  as  well as any fees accrued  pursuant to  Section 5.2 of the
        Credit  Agreement   (the  "L/C   Fees")   but   excluding   the  Maximum
        Reimbursement Obligation)), total One Thousand Three Hundred  Ninety-Six
        and 08/100 Dollars ($1,396.08) (the "Outstanding Balance").

               (c)    (i) Until this Agreement is executed, on and after May 19,
        2008,  the  commitment fee payable  pursuant to Section 5.1 shall accrue
        at  the  rate of Three Hundred  Nineteen and 86/100  Dollars  ($319.86),
        and  such  sums  shall  by this  reference  be added to the  Outstanding
        Balance; and  (ii)  until all outstanding Letters of Credit are returned
        to  Agent, on  and after May 19, 2008, the L/C Fees payable  pursuant to
        Section  5.2  of the  Credit  Agreement  shall  accrue  at  the  rate of
        Twenty-Nine  and 16/100 Dollars  ($29.16)  per  day, and such sums shall
        by this reference be added to the Outstanding Balance.
<PAGE>

        3.     Special Account.
               ---------------

               (a)    On or before the Effective  Date,  Borrower  shall pay  to
        the  Agent  in  immediately available  funds,  for  deposit in a deposit
        account established  with  Agent  for  the  sole purpose of holding such
        funds, an amount  equal to the Maximum Reimbursement  Obligation,  which
        shall be held in a Special Account. Borrower hereby grants to the Agent,
        for the benefit of the Lenders,  a  "Security  Interest"  in the Special
        Account  and  all funds held  therein from time to time and all proceeds
        thereof, as security for the payment of all Obligations.  Borrower  will
        join  with  Agent in taking  any  action  required  by Agent in order to
        perfect  the  Security Interest and to protect the rights and priorities
        of the Lenders with respect to the Special Account.

               (b)    Any  interest  earned  on  funds deposited  in the Special
        Account shall be credited to the Special Account.  Amounts on deposit in
        the Special Account may be applied by the Agent at any time or from time
        to   time  to  Borrower's  Obligation  of  Reimbursement  or  any  other
        Obligations,  in the Agent's  sole  discretion, and shall not be subject
        to  withdrawal  by Borrower  so  long as the Agent  maintains a security
        interest  therein.  After  the  Maximum  Reimbursement  Obligation shall
        have  been  fully  satisfied,  the Agent shall  transfer  any  remaining
        balance in the Special Account to Borrower.

        4.     Eurodollar Breakup Funds.
               ------------------------

               (a)    Prior to  the Effective Date,  Borrower paid to Agent, for
        the benefit of the Lenders,  the sum of Nine  Thousand  Four and  85/100
        Dollars  ($9,004.85)  (the  "Breakup  Funds"),  from  which  each Lender
        shall  be  compensated,  upon  written  request  by that  Lender  (which
        request  shall  set forth the basis for requesting  such amounts) to the
        Agent,  for  all losses  and  expenses  payable by Borrower  pursuant to
        Section 5.5(b)(iii) of the Credit Agreement (the "Damages").

               (b)    Each Lender shall submit to Agent a certificate  as to any
        such  Damages  (including  calculations,  in reasonable detail,  showing
        how  that Lender  computed  such  loss or expense).  Such Damages may be
        computed   as  though  that  Lender  acquired  deposits  in  the  London
        interbank  market  to fund that portion of the principal balance whether
        or not that Lender actually did so.

               (c)    In the event that the Breakup  Funds are  insufficient  to
        reimburse  all  Lenders for their Damages,  within two (2) business days
        after  written  demand by the Agent (the "Demand Notice") Borrower shall
        remit to  the  Agent a sum equal to the excess of the aggregate  Damages
        over the Breakup Funds, as provided in the Demand Notice.

               (d)    A notice from any Lender to the Agent, on the one hand, or
        from  the  Agent to the Borrower,  on the other,  claiming  compensation
        and  setting  forth  the  additional  amount or amounts to be paid to it
        hereunder  shall  be  conclusive  in the absence of error by the Lender.
        In  determining  any  such  amount,  a Lender  may  use  any  reasonable
        averaging and attribution methods.

               (e)    If after ninety (90) days from the  Effective  Date  there
        remains a balance of the  Breakup  Funds that  has  not been  claimed as
        Damages by any Lender,  the Agent shall transfer  any  remaining balance
        in the Breakup Funds to Borrower,  and Borrower  shall  have  no further
        liability for any of Lender's Damages.

        5.     Conditions to Effectiveness. All agreements of Lenders herein are
               ---------------------------
        subject  to  and  conditioned  upon  the Agent having received (or there
        shall have been satisfied or waived by Agent) on or before May 19,  2008
        (the "Closing  Date"),  all of the following,  each item to be delivered
        dated (unless  otherwise  indicated) as of the Closing Date, and each in
        form and substance satisfactory to each Lender:

               (a)    This Agreement duly executed by Borrower.

               (b)    Counterpart copies  of this Agreement duly executed by all
                      of the Lenders.

               (c)    Fund the Special Account in an amount equal to the Maximum
                      Reimbursement Obligation.

               (d)    The Outstanding Balance  (less the  Maximum  Reimbursement
                      Obligation) in immediately available funds.
<PAGE>

               (e)    Certificate of the Secretary of  the  Borrower  certifying
                      (i) that the execution,  delivery and performance of  this
                      Agreement has been duly approved by  all necessary  action
                      of the Board of Directors of Borrower,  and attaching true
                      and correct copies of the applicable  resolutions granting
                      such approval, (ii) that attached to such  certificate are
                      true and correct copies of the  articles of  incorporation
                      and  bylaws  of  Borrower, together  with such copies, and
                      (iii) the   names  of  the  officers  of  Borrower who are
                      authorized to sign this  Agreement, together with the true
                      signatures of such officers.

               (f)    All fees and  expenses  of  Polsinelli   Shalton  Flanigan
                      Suelthaus PC, counsel for the Agent ("PSFS"),  relating to
                      the  preparation,   negotiation,   and  execution of  this
                      Agreement, as  well  as  any fees and expenses incurred by
                      PSFS in  connection  with  the  Credit  Agreement and  any
                      amendments   (proposed   or   finalized)   in   connection
                      therewith.

        6.     Obligations Following the Effective Date. Following the Effective
               ----------------------------------------
Date,  Agent  shall  take  such   actions  as are  reasonably  necessary  to (a)
terminate all outstanding UCC filings against Borrower and the Subsidiaries; and
(b) release  and  return  all Collateral, except the Special Account, that is in
the possession of Agent.

        7.     Miscellaneous. This Agreement shall be binding upon  Borrower and
               -------------
Lenders, and their respective heirs,  personal  representatives,  successors and
assigns. This Agreement may be executed in several  counterparts,  each of which
shall be deemed an original and all of such counterparts,  taken together, shall
constitute one and the same agreement, even though all of the parties hereto may
not have executed the same  counterpart of this  Agreement.  If any provision of
this Agreement  shall be unlawful,  then such provision  shall be null and void,
but the remainder of this Agreement shall remain in full force and effect and be
binding on the parties.  This  Agreement  contains all of the  agreements of the
parties  relative to the subject matter of this Agreement.  Any prior agreements
or  commitments  of Lenders,  whether  oral or written,  relating to the subject
matter of this  Agreement  not  expressly  set forth  herein or in the  exhibits
hereto  (if any) are null and  void  and  superseded  in their  entirety  by the
provisions  hereof.  This  Agreement  shall be binding  upon the  execution  and
delivery of this Agreement by the last party to sign.

        8.     Governing Law. This Agreement shall be governed by, and construed
               -------------
in accordance with, the internal laws of the State of Missouri.

        9.     No Oral Agreements. The  following  notice  is  given pursuant to
               ------------------
Section 432.047  of  the Missouri  Revised  Statutes; nothing  contained in such
notice shall be deemed to limit or modify the terms of the Agreement.

        ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN  MONEY,  EXTEND  CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT  ENFORCEABLE,  REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS
BASED  THAT IS IN ANY WAY  RELATED  TO THE  CREDIT  AGREEMENT.  TO  PROTECT  YOU
(BORROWER(S)) AND US (CREDITOR) FROM  MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY
AGREEMENTS WE REACH  COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,  WHICH
IS THE COMPLETE AND EXCLUSIVE  STATEMENT OF THE AGREEMENT  BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.

             [The balance of this page is intentionally left blank.]



<PAGE>


        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.

Address:                                  FIRST BANKS, INC.
600 James S. McDonnell Blvd.
Mail Code M1-199-014
Hazelwood, Missouri 63042
Attention:  Lisa K. Vansickle             By /s/ Lisa K. Vansickle
Telecopier:  (314) 592-6621                 ------------------------------------
                                          Its    Senior Vice President and
                                                 Chief Financial Officer
                                             -----------------------------------




































































                 (Signature Page to the Agreement Page 1 of 9)
<PAGE>


Address:                                  WELLS FARGO BANK, NATIONAL
Correspondent Banking                       ASSOCIATION, as Agent
MAC N8200-098
9th Floor
666 Walnut Street
Des Moines, IA 50309-3907                 By /s/ Kelly Schuler
Attention:  Kelly Schuler                   ------------------------------------
Telecopier:  (515) 245-3304               Its    Vice President
                                            ------------------------------------








































































                 (Signature Page to the Agreement Page 2 of 9)

<PAGE>


Address:                                  WELLS FARGO BANK, NATIONAL
Correspondent Banking                       ASSOCIATION, as Lender
MAC N8200-098
9th Floor
666 Walnut Street
Des Moines, IA  50309-3907                By /s/ Kelly Schuler
Attention:  Kelly Schuler                   ------------------------------------
Telecopier:  (515) 245-3304               Its    Vice President
                                             -----------------------------------








































































                 (Signature Page to the Agreement Page 3 of 9)

<PAGE>


Address:                                  JP MORGAN CHASE BANK, N.A.,
Commercial Banking                          as Lender
JP Morgan Chase Bank, N.A.
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4815
Attention:  Douglas A. Gallun             By  /s/ Douglas A. Gallun
Telecopier: (414) 977-6787                   -----------------------------------
                                             Its  Senior Vice President
                                                 -------------------------------









































































                (Signature Page to the Agreement Page 4 of 9)
<PAGE>


Address:                                  LASALLE BANK NATIONAL
                                            ASSOCIATION, as Lender
Bank of America, IL4-135-05-30
135 S. LaSalle Street, Suite 530
Chicago, Illinois 60603
Attention: Matthew J. Doherty             By /s/ Matthew J. Doherty
Telecopier: (312) 904-2684                  ------------------------------------
                                            Its  Senior Vice President
                                               ---------------------------------









































































                  (Signature Page to the Agreement Page 5 of 9)

<PAGE>


Address:                                  THE NORTHERN TRUST COMPANY,
50 South LaSalle Street, L-09             as Lender
Chicago, Illinois 60603
Attention: Lisa McDermott
Telecopier: (312) 444-4906
                                          By /s/ Lisa McDermott
                                            ------------------------------------
                                           Its   Vice President
                                              ----------------------------------









































































                  (Signature Page to the Agreement Page 6 of 9)
<PAGE>


Address:                                  UNION BANK OF CALIFORNIA, N.A.,
445 South Figureroa Street                as Lender
Los Angeles, California 90071
Attention: Dennis A. Cattell
Telecopier: (213) 236-5548
                                          By /s/ Dennis A. Cattell
                                            ------------------------------------
                                           Its   Vice President
                                              ----------------------------------









































































                 (Signature Page to the Agreement Page 7 of 9)


<PAGE>


Address:                                  FIFTH THIRD BANK (CHICAGO),
Financial Institutions Group              as Lender
222 South Riverside Plaza, 32nd Floor
Chicago, Illinois  60606
Attention:  Brian W. Riley
Telecopier: (312) 704-2482                By /s/ Brian W. Riley
                                            ------------------------------------
                                           Its   Vice President
                                              ----------------------------------








































































                 (Signature Page to the Agreement Page 8 of 9)
<PAGE>


Address:                                 U.S. BANK NATIONAL ASSOCIATION,
Correspondent Banking                    as Lender
One U.S. Bank Plaza
Mailcode:  SL-MO-T11S
St. Louis, Missouri  63101
Attention:  Jaycee D. Greene             By /s/ Jaycee D. Green
Telecopier:  (314) 418-2173                ------------------------------------
                                          Its   Vice President
                                             ----------------------------------








































































                 (Signature Page to the Agreement Page 9 of 9)