EXHIBIT 4.3

















                               GUARANTEE AGREEMENT

                                FIRST BANKS, INC.

                           Dated as of August 31, 2007



<PAGE>
<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS

                                                                                                                Page
                                                      ARTICLE I
                                            DEFINITIONS AND INTERPRETATION

<S>                        <C>                                                                                  <C>
SECTION 1.1.               Definitions and Interpretation........................................................1

                                                     ARTICLE II
                                 POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1.               Powers and Duties of the Guarantee Trustee............................................4

SECTION 2.2.               Certain Rights of the Guarantee Trustee...............................................5

SECTION 2.3.               Not Responsible for Recitals or Issuance of Guarantee.................................7

SECTION 2.4.               Events of Default; Waiver.............................................................7

SECTION 2.5.               Events of Default; Notice.............................................................8

                                                     ARTICLE III
                                                THE GUARANTEE TRUSTEE

SECTION 3.1.               The Guarantee Trustee; Eligibility....................................................8

SECTION 3.2.               Appointment, Removal and Resignation of the Guarantee Trustee.........................9

                                                      ARTICLE IV
                                                      GUARANTEE

SECTION 4.1.               Guarantee.............................................................................9

SECTION 4.2.               Waiver of Notice and Demand..........................................................10

SECTION 4.3.               Obligations Not Affected.............................................................10

SECTION 4.4.               Rights of Holders....................................................................11

SECTION 4.5.               Guarantee of Payment.................................................................11

SECTION 4.6.               Subrogation..........................................................................11

SECTION 4.7.               Independent Obligations..............................................................12

SECTION 4.8.               Enforcement..........................................................................12

                                                      ARTICLE V
                                      LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1.               Limitation of Transactions...........................................................12

SECTION 5.2.               Ranking..............................................................................13

                                                     ARTICLE VI
                                                     TERMINATION

SECTION 6.1.               Termination..........................................................................13

                                                     ARTICLE VII
                                                   INDEMNIFICATION

SECTION 7.1.               Exculpation..........................................................................14

SECTION 7.2.               Indemnification......................................................................14

SECTION 7.3.               Compensation; Reimbursement of Expenses..............................................15

                                                     ARTICLE VIII
                                                     MISCELLANEOUS

SECTION 8.1.               Successors and Assigns...............................................................16

SECTION 8.2.               Amendments...........................................................................16

SECTION 8.3.               Notices..............................................................................16

SECTION 8.4.               Benefit..............................................................................17

SECTION 8.5.               Governing Law........................................................................17

SECTION 8.6.               Counterparts.........................................................................17

</TABLE>




<PAGE>

                               GUARANTEE AGREEMENT
                               -------------------

              This GUARANTEE AGREEMENT (the "Guarantee"), dated as of August 31,
2007, is executed and delivered by First Banks,  Inc.,  incorporated in Missouri
(the  "Guarantor"),  and LaSalle  Bank  National  Association,  as trustee  (the
"Guarantee  Trustee"),  for the benefit of the Holders (as defined  herein) from
time to time of the  Capital  Securities  (as  defined  herein)  of  First  Bank
Statutory Trust X, a Delaware statutory trust (the "Issuer").

              WHEREAS,  pursuant to an Amended and Restated Declaration of Trust
(the  "Declaration"),  dated as of August 31,  2007,  among the  trustees  named
therein of the Issuer,  the  administrators  of the Issuer named therein,  First
Banks,  Inc.,  as  sponsor,  and the  Holders  from  time  to time of  undivided
beneficial  interests in the assets of the Issuer,  the Issuer is issuing on the
date  hereof  securities,  having  an  aggregate  liquidation  amount  of  up to
$15,000,000, designated the TP Securities (the "Capital Securities"); and

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

              NOW, THEREFORE, in consideration of the purchase by each Holder of
the Capital Securities, which purchase the Guarantor hereby agrees shall benefit
the  Guarantor,  the  Guarantor  executes and delivers  this  Guarantee  for the
benefit of the Holders.

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1.  Definitions and Interpretation.
              ------------------------------

              In this Guarantee, unless the context otherwise requires:

              (a)  capitalized  terms used in this  Guarantee but not defined in
       the preamble above have the respective  meanings assigned to them in this
       Section 1.1;

              (b)  a  term  defined  anywhere  in  this  Guarantee  has the same
       meaning throughout;

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

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

              (e)  terms defined in the Declaration  as of the date of execution
       of this  Guarantee  have the same meanings  when used in this  Guarantee,
       unless  otherwise  defined  in  this  Guarantee  or  unless  the  context
       otherwise requires; and

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

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

              "Corporate Trust Office" means the office of the Guarantee Trustee
at which the corporate  trust business of the Guarantee  Trustee  shall,  at any
particular time, be principally administered.

              "Covered Person" means any Holder of Capital Securities.

              "Debentures"  means the junior  subordinated  debentures  of First
Banks, Inc.,  designated the Junior  Subordinated Debt Securities due 2037, held
by the Institutional Trustee (as defined in the Declaration) of the Issuer.

              "Event of Default" has the meaning set forth in Section 2.4.
<PAGE>

              "Guarantee    Payments"   means   the   following    payments   or
distributions,  without duplication,  with respect to the Capital Securities, to
the  extent  not  paid  or made  by the  Issuer:  (i)  any  accrued  and  unpaid
Distributions  (as defined in the Declaration)  which are required to be paid on
such  Capital  Securities  to the extent the Issuer has funds  available  in the
Property Account (as defined in the Declaration) therefor at such time, (ii) the
Redemption  Price (as  defined  in the  Indenture)  to the extent the Issuer has
funds available in the Property  Account  therefor at such time, with respect to
any Capital  Securities  called for redemption by the Issuer,  (iii) the Special
Redemption  Price (as  defined  in the  Indenture)  to the extent the Issuer has
funds available in the Property  Account  therefor at such time, with respect to
Capital  Securities called for redemption upon the occurrence of a Special Event
(as  defined  in the  Indenture),  and  (iv)  upon a  voluntary  or  involuntary
liquidation, dissolution, winding-up or termination of the Issuer (other than in
connection  with the  distribution  of  Debentures to the Holders of the Capital
Securities in exchange therefor as provided in the  Declaration),  the lesser of
(a)  the  aggregate  of the  liquidation  amount  and  all  accrued  and  unpaid
Distributions  on the Capital  Securities to the date of payment,  to the extent
the Issuer has funds  available in the Property  Account  therefor at such time,
and (b) the amount of assets of the Issuer remaining  available for distribution
to Holders in  liquidation  of the Issuer after  satisfaction  of liabilities to
creditors  of the Issuer as  required by  applicable  law (in either  case,  the
"Liquidation Distribution").

              "Guarantee Trustee" means LaSalle Bank National Association, until
a  Successor  Guarantee  Trustee  has  been  appointed  and  has  accepted  such
appointment  pursuant to the terms of this Guarantee and  thereafter  means each
such Successor Guarantee Trustee.

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

              "Indemnified Person" means the Guarantee Trustee (including in its
individual  capacity),  any Affiliate of the Guarantee Trustee, or any officers,
directors,   shareholders,   members,  partners,   employees,   representatives,
nominees, custodians or agents of the Guarantee Trustee.

              "Indenture"  means the  Indenture,  dated as of August  31,  2007,
between  the  Guarantor  and  LaSalle  Bank  National  Association,  not  in its
individual  capacity  but  solely as  trustee,  and any  indenture  supplemental
thereto  pursuant to which the Debentures are to be issued to the  Institutional
Trustee of the Issuer.

              "Liquidation  Distribution"  has  the  meaning  set  forth  in the
definition of "Guarantee Payments" herein.

              "Majority in liquidation  amount of the Capital  Securities" means
Holder(s) of outstanding  Capital  Securities,  voting together as a class,  but
separately  from the  holders  of  Common  Securities,  of more  than 50% of the
aggregate  liquidation amount (including the stated amount that would be paid on
redemption,  liquidation or otherwise, plus accrued and unpaid Distributions to,
but excluding, the date upon which the voting percentages are determined) of all
Capital Securities then outstanding.

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

              "Officer's  Certificate"  means,  with  respect to any  Person,  a
certificate  signed by one  Authorized  Officer of such  Person.  Any  Officer's
Certificate  delivered  with respect to compliance  with a condition or covenant
provided for in this Guarantee shall include:

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

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

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

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

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

              "Responsible   Officer"  means,  with  respect  to  the  Guarantee
Trustee,  any officer within the CDO Trust Services Group of the Corporate Trust
Office  of  the   Guarantee   Trustee   with  direct   responsibility   for  the
administration  of any matters  relating to this  Guarantee,  including any vice
president, any assistant vice president, any secretary, any assistant secretary,
the treasurer,  any assistant  treasurer,  any trust officer or other officer of
the  Corporate  Trust Office of the  Guarantee  Trustee  customarily  performing
functions similar to those performed by any of the above designated officers and
also means,  with  respect to a particular  corporate  trust  matter,  any other
officer to whom such matter is referred  because of that officer's  knowledge of
and familiarity with the particular subject.

              "Successor  Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

              "Trust  Securities"  means the Common  Securities  and the Capital
Securities.

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1.  Powers and Duties of the Guarantee Trustee.
              ------------------------------------------

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

              (b)  If  an  Event  of  Default  actually  known  to a Responsible
       Officer  of  the Guarantee  Trustee has occurred and is  continuing,  the
       Guarantee  Trustee  shall  enforce this  Guarantee for the benefit of the
       Holders of the Capital Securities.

              (c)  The Guarantee Trustee,  before the occurrence of any Event of
       Default and after the curing or waiving of all Events of Default that may
       have  occurred,  shall  undertake  to  perform  only  such  duties as are
       specifically set forth in this Guarantee,  and no implied covenants shall
       be read into this  Guarantee  against the Guarantee  Trustee.  In case an
       Event of Default has occurred (that has not been cured or waived pursuant
       to Section 2.4(b)) and is actually known to a Responsible  Officer of the
       Guarantee  Trustee,  the  Guarantee  Trustee  shall  exercise such of the
       rights and powers vested in it by this Guarantee, and use the same degree
       of care and skill in its  exercise  thereof,  as a prudent  person  would
       exercise or use under the  circumstances in the conduct of his or her own
       affairs.

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

                     (i) prior to the  occurrence  of any Event of  Default  and
              after the curing or waiving of all Events of Default that may have
              occurred:

                            (A) the  duties  and  obligations  of the  Guarantee
                     Trustee   shall  be   determined   solely  by  the  express
                     provisions of this  Guarantee,  and the  Guarantee  Trustee
                     shall  not be liable  except  for the  performance  of such
                     duties and  obligations  as are  specifically  set forth in
                     this  Guarantee,  and no implied  covenants or  obligations
                     shall be read into this  Guarantee  against  the  Guarantee
                     Trustee; and
<PAGE>

                            (B) in the  absence  of bad faith on the part of the
                     Guarantee  Trustee,  the Guarantee Trustee may conclusively
                     rely, as to the truth of the statements and the correctness
                     of the opinions expressed therein, upon any certificates or
                     opinions  furnished to the Guarantee Trustee and conforming
                     to the  requirements of this Guarantee;  but in the case of
                     any  such   certificates  or  opinions   furnished  to  the
                     Guarantee  Trustee,  the Guarantee Trustee shall be under a
                     duty to  examine  the same to  determine  whether or not on
                     their  face  they  conform  to  the  requirements  of  this
                     Guarantee;

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

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

                     (iv)   no provision  of this Guarantee  shall  require  the
              Guarantee  Trustee  to expend  or risk its own funds or  otherwise
              incur personal  financial  liability in the  performance of any of
              its duties or in the  exercise of any of its rights or powers,  if
              the Guarantee Trustee shall have reasonable  grounds for believing
              that the repayment of such funds is not  reasonably  assured to it
              under the terms of this  Guarantee,  or  security  and  indemnity,
              reasonably  satisfactory  to the Guarantee  Trustee,  against such
              risk or liability is not reasonably assured to it.

SECTION 2.2.  Certain Rights of the Guarantee Trustee.
              ---------------------------------------

              (a)    Subject to the provisions of Section 2.1:

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

                     (ii)   Any  direction or act of the Guarantor  contemplated
              by this Guarantee shall be sufficiently  evidenced by an Officer's
              Certificate.

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

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

                     (v)    The  Guarantee  Trustee  may consult with counsel of
              its selection,  and  the  advice  or  opinion of such counsel with
              respect to legal matters shall be full and complete  authorization
              and protection in respect of any action taken, suffered or omitted
              by it hereunder in good faith and in  accordance  with such advice
              or opinion. Such counsel may be counsel to the Guarantor or any of
              its Affiliates and may include any of its employees. The Guarantee
              Trustee  shall  have the  right  at any time to seek  instructions
              concerning the  administration of this Guarantee from any court of
              competent jurisdiction.
<PAGE>

                     (vi)   The Guarantee  Trustee shall be under no  obligation
              to exercise any of the  rights  or  powers  vested  in it by  this
              Guarantee at the request or  direction of any Holder,  unless such
              Holder shall have provided to the Guarantee  Trustee such security
              and indemnity,  reasonably  satisfactory to the Guarantee Trustee,
              against  the  costs,   expenses  (including  attorneys'  fees  and
              expenses  and the  expenses  of the  Guarantee  Trustee's  agents,
              nominees or custodians) and liabilities  that might be incurred by
              it in complying  with such request or  direction,  including  such
              reasonable  advances as may be requested by the Guarantee Trustee;
              provided, however, that nothing contained in  this  Section 2.2(a)
              --------  -------
              (vi) shall be taken to  relieve  the  Guarantee Trustee,  upon the
              occurrence of an Event of Default,  of its obligation  to exercise
              the rights and powers vested in it by this Guarantee.

                     (vii)  The Guarantee Trustee shall not be bound to make any
              investigation  into the facts or matters stated in any resolution,
              certificate,   statement,  instrument,  opinion,  report,  notice,
              request,  direction,  consent, order, bond, debenture, note, other
              evidence  of  indebtedness  or other  paper or  document,  but the
              Guarantee  Trustee,  in its  discretion,  may  make  such  further
              inquiry or investigation  into such facts or matters as it may see
              fit.
                     (viii) The Guarantee  Trustee may execute any of the trusts
              or  powers  hereunder  or  perform  any  duties  hereunder  either
              directly  or  by  or  through  agents,  nominees,   custodians  or
              attorneys,  and the Guarantee Trustee shall not be responsible for
              any  misconduct or negligence on the part of any agent or attorney
              appointed with due care by it hereunder.

                     (ix)   Any action taken  by the  Guarantee  Trustee  or its
              agents hereunder shall bind the Holders of the Capital Securities,
              and the  signature  of the  Guarantee  Trustee or its agents alone
              shall be sufficient  and effective to perform any such action.  No
              third party shall be  required to inquire as to the  authority  of
              the Guarantee  Trustee to so act or as to its compliance  with any
              of the terms and provisions of this Guarantee, both of which shall
              be  conclusively  evidenced  by  the  Guarantee  Trustee's  or its
              agent's taking such action.

                     (x)    Whenever in the administration of this Guarantee the
              Guarantee Trustee shall deem it desirable to receive  instructions
              with respect to enforcing  any remedy or right or taking any other
              action   hereunder,   the   Guarantee   Trustee  (A)  may  request
              instructions from the Holders of a Majority in liquidation  amount
              of the Capital  Securities,  (B) may refrain from  enforcing  such
              remedy  or  right  or  taking   such  other   action   until  such
              instructions   are   received   and  (C)  shall  be  protected  in
              conclusively   relying  on  or  acting  in  accordance  with  such
              instructions.

                     (xi)   The Guarantee Trustee  shall not be  liable  for any
              action taken, suffered, or omitted to be taken by it in good faith
              and  reasonably  believed  by it to be  authorized  or within  the
              discretion  or  rights  or  powers   conferred  upon  it  by  this
              Guarantee.

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

SECTION 2.3.  Not Responsible for Recitals or Issuance of Guarantee.
              -----------------------------------------------------

              The  recitals  contained in this  Guarantee  shall be taken as the
statements  of the  Guarantor,  and the  Guarantee  Trustee  does not assume any
responsibility   for  their   correctness.   The  Guarantee   Trustee  makes  no
representation as to the validity or sufficiency of this Guarantee.

SECTION 2.4.  Events of Default; Waiver.
              -------------------------

              (a)  An Event of Default under this  Guarantee will occur upon the
       failure  of  the  Guarantor  to  perform  any  of its  payment  or  other
       obligations hereunder.
<PAGE>

              (b)  The  Holders  of a Majority  in  liquidation  amount  of  the
       Capital Securities may, voting or consenting as a class, on behalf of the
       Holders of all of the Capital Securities, waive any past Event of Default
       and its  consequences.  Upon such waiver, any such Event of Default shall
       cease to exist, and shall be deemed to have been cured, for every purpose
       of this Guarantee, but no such waiver  shall extend to any  subsequent or
       other default or Event of Default or impair any right consequent thereon.

SECTION 2.5.  Events of Default; Notice.
              -------------------------

              (a)  The  Guarantee  Trustee  shall,  within  90  days  after  the
       occurrence of an Event of Default,  transmit by mail, first class postage
       prepaid, to the Holders of the Capital Securities,  notices of all Events
       of Default  actually  known to a  Responsible  Officer  of the  Guarantee
       Trustee,  unless such  defaults have been cured before the giving of such
       notice; provided,  however, that the Guarantee Trustee shall be protected
               --------   -------
       in withholding such notice if and so long as a Responsible Officer of the
       Guarantee  Trustee in good faith  determines that the withholding of such
       notice is in the interests of the Holders of the Capital Securities.

              (b)  The Guarantee Trustee shall not be charged with  knowledge of
       any Event of Default  unless the  Guarantee  Trustee  shall have received
       written  notice  thereof  from the  Guarantor  or a Holder of the Capital
       Securities,  or a Responsible  Officer of the Guarantee  Trustee  charged
       with the  administration  of this Guarantee  shall have actual  knowledge
       thereof.

                                  ARTICLE III
                              THE GUARANTEE TRUSTEE

SECTION 3.1.  The Guarantee Trustee; Eligibility.
              ----------------------------------

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

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

                     (ii) be a corporation or national association organized and
              doing  business  under the laws of the United States of America or
              any state or territory thereof or of the District of Columbia,  or
              Person  authorized  under such laws to  exercise  corporate  trust
              powers,  having a combined  capital  and surplus of at least Fifty
              Million U.S. Dollars ($50,000,000),  and subject to supervision or
              examination by federal, state, territorial or District of Columbia
              authority.  If such corporation or national association  publishes
              reports of condition at least annually,  pursuant to law or to the
              requirements of the supervising or examining authority referred to
              above,  then,  for the  purposes of this Section  3.1(a)(ii),  the
              combined  capital  and  surplus of such  corporation  or  national
              association shall be deemed to be its combined capital and surplus
              as set forth in its most recent report of condition so published.

              (b)  If at any  time  the  Guarantee  Trustee  shall  cease  to be
       eligible to so act under  Section  3.1(a),  the  Guarantee  Trustee shall
       immediately resign in the manner and with the effect set forth in Section
       3.2(c).

              (c)  If   the   Guarantee   Trustee  has   or  shall  acquire  any
       "conflicting interest" within the meaning of Section  310(b) of the Trust
       Indenture Act, the Guarantee Trustee shall either eliminate such interest
       or resign to the extent and in the manner provided  by,  and  subject to,
       this Guarantee.

SECTION 3.2.  Appointment, Removal and Resignation of the Guarantee Trustee.
              -------------------------------------------------------------

              (a)  Subject to  Section  3.2(b),  the  Guarantee  Trustee  may be
       appointed or removed  without cause at any time by the  Guarantor  except
       during an Event of Default.

              (b)  The Guarantee Trustee shall not be removed in accordance with
       Section 3.2(a) until a Successor Guarantee Trustee has been appointed and
       has accepted  such  appointment  by written  instrument  executed by such
       Successor Guarantee Trustee and delivered to the Guarantor.

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

              (d)  If no Successor Guarantee  Trustee shall have been  appointed
       and accepted  appointment  as provided in this Section 3.2 within 60 days
       after delivery of an instrument of removal or resignation,  the Guarantee
       Trustee  resigning  or being  removed may petition any court of competent
       jurisdiction for appointment of a Successor Guarantee Trustee. Such court
       may  thereupon,  after  prescribing  such notice,  if any, as it may deem
       proper, appoint a Successor Guarantee Trustee.

              (e)  No  Guarantee  Trustee  shall  be  liable  for  the  acts  or
       omissions to act of any Successor Guarantee Trustee.

              (f)  Upon termination  of this Guarantee or removal or resignation
       of the  Guarantee  Trustee  pursuant to this Section  3.2, the  Guarantor
       shall pay to the  Guarantee  Trustee all amounts  owing to the  Guarantee
       Trustee  under  Sections  7.2  and  7.3  accrued  to  the  date  of  such
       termination, removal or resignation.

              (g)  Any Person into which the Guarantee  Trustee may be merged or
       converted or with which it may be  consolidated,  or any Person resulting
       from any  merger,  conversion  or  consolidation  to which the  Guarantee
       Trustee  shall  be  a  party,   or  any  Person   succeeding  to  all  or
       substantially  all of the corporate trust business of the Trustee,  shall
       be the successor of the Guarantee Trustee hereunder without the execution
       or  filing  of any  paper  or any  further  act on the part of any of the
       parties hereto;  provided,  that such Person shall be otherwise  eligible
                        --------
       and  qualified  under this Article and  Guarantee  Trustee  shall provide
       reasonable  notice  to  Guarantor  informing  Guarantor  of such  merger,
       consolidation or other similar transaction.

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.1.  Guarantee.
              ---------

              (a)  The Guarantor irrevocably and unconditionally  agrees to  pay
       in full to the Holders the Guarantee  Payments  (without  duplication  of
       amounts  theretofore paid by the Issuer),  as and when due, regardless of
       any  defense  (except as defense  of  payment  by the  Issuer),  right of
       set-off  or  counterclaim  that  the  Issuer  may  have  or  assert.  The
       Guarantor's  obligation  to make a Guarantee  Payment may be satisfied by
       direct payment of the required amounts by the Guarantor to the Holders or
       by causing the Issuer to pay such amounts to the Holders.

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

SECTION 4.2.  Waiver of Notice and Demand.
              ---------------------------

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

SECTION 4.3.  Obligations Not Affected.
              ------------------------

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

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

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

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

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

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

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

              (g)  any  other  circumstance   whatsoever  that  might  otherwise
       constitute a legal or equitable  discharge or defense of a guarantor,  it
       being  the  intent  of this  Section  4.3  that  the  obligations  of the
       Guarantor hereunder shall be absolute and unconditional under any and all
       circumstances.

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

SECTION 4.4.  Rights of Holders.
              -----------------

              (a)  The  Holders  of  a  Majority  in  liquidation  amount of the
       Capital  Securities have the right to direct the time, method  and  place
       of conducting any proceeding for any remedy  available  to the  Guarantee
       Trustee in respect of this  Guarantee  or to direct the  exercise  of any
       trust or power conferred upon the Guarantee Trustee under this Guarantee;
       provided,  however,  that (subject to Sections 2.1 and 2.2) the Guarantee
       --------   -------
       Trustee  shall have the right to decline to follow any such  direction if
       the Guarantee  Trustee shall determine that the actions so directed would
       be unjustly  prejudicial to the Holders not taking part in such direction
       or if the Guarantee  Trustee  being  advised by legal counsel  determines
       that the action or proceeding so directed may not lawfully be taken or if
       the  Guarantee  Trustee  in good  faith  by its  board  of  directors  or
       trustees,  executive  committee  or a trust  committee  of  directors  or
       trustees and/or  Responsible  Officers shall determine that the action or
       proceeding so directed  would  involve the Guarantee  Trustee in personal
       liability.

              (b)  Any  Holder  of  Capital  Securities  may  institute  a legal
       proceeding  directly  against  the  Guarantor  to enforce  the  Guarantee
       Trustee's rights under this Guarantee,  without first instituting a legal
       proceeding against the Issuer, the Guarantee Trustee or any other Person.
       The Guarantor  waives any right or remedy to require that any such action
       be brought first against the Issuer,  the Guarantee  Trustee or any other
       Person before so proceeding directly against the Guarantor.

SECTION 4.5.  Guarantee of Payment.
              --------------------

              This  Guarantee   creates  a  guarantee  of  payment  and  not  of
collection.
<PAGE>

SECTION 4.6.  Subrogation.
              -----------

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

SECTION 4.7.  Independent Obligations.
              -----------------------

              The  Guarantor  acknowledges  that its  obligations  hereunder are
independent  of the  obligations  of the  Issuer  with  respect  to the  Capital
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 4.3 hereof.

SECTION 4.8.  Enforcement.
              -----------

              A  Beneficiary  may  enforce  the  Obligations  of  the  Guarantor
contained in Section 4.1(b)  directly  against the Guarantor,  and the Guarantor
waives any right or remedy to require  that any  action be brought  against  the
Issuer or any other person or entity before proceeding against the Guarantor.

              The  Guarantor  shall be  subrogated to all rights (if any) of any
Beneficiary   against  the  Issuer  in  respect  of  any  amounts  paid  to  the
Beneficiaries by the Guarantor under this Guarantee; provided, however, that the
                                                     --------  -------
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise any rights that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under  this  Guarantee,  if,  after  giving  effect to such
payment, any amounts are due and unpaid under this Guarantee.

                                   ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1.  Limitation of Transactions.
              --------------------------

              So long as any Capital Securities remain outstanding, if (a) there
shall have  occurred and be  continuing an Event of Default or (b) the Guarantor
shall have selected an Extension  Period as provided in the Declaration and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Guarantor may not (x) declare or pay any dividends or  distributions  on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the  Guarantor's  capital  stock or (y)  make any  payment  of  principal  of or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities of the Guarantor  that rank pari passu in all respects with or junior
in interest to the  Debentures  (other than (i) payments  under this  Guarantee,
(ii) repurchases,  redemptions or other  acquisitions of shares of capital stock
of the Guarantor (A) in connection with any employment contract, benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,   directors,  or  consultants,  (B)  in  connection  with  a  dividend
reinvestment  or stockholder  stock purchase plan or (C) in connection  with the
issuance of capital stock of the Guarantor (or  securities  convertible  into or
exercisable  for  such  capital  stock),  as  consideration  in  an  acquisition
transaction  entered into prior to the occurrence of the Event of Default or the
applicable   Extension   Period,   (iii)   as  a   result   of   any   exchange,
reclassification,  combination  or  conversion  of any  class or  series  of the
Guarantor's  capital  stock  (or  any  capital  stock  of a  subsidiary  of  the
Guarantor)  for any class or series of the  Guarantor's  capital stock or of any
class or series of the Guarantor's  indebtedness  for any class or series of the
Guarantor's  capital stock, (iv) the purchase of fractional  interests in shares
of the  Guarantor's  capital  stock  pursuant  to  the  conversion  or  exchange
provisions of such capital stock or the security  being  converted or exchanged,
(v) any  declaration of a dividend in connection with any  stockholder's  rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi)
any dividend in the form of stock,  warrants,  options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock).
<PAGE>

SECTION 5.2.  Ranking.
              -------

              This  Guarantee  will  constitute  an unsecured  obligation of the
Guarantor  and will  rank  subordinate  and  junior in right of  payment  to all
present and future  Senior  Indebtedness  (as defined in the  Indenture)  of the
Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees
to the  foregoing  provisions  of this  Guarantee  and the other terms set forth
herein.

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

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.1.  Termination.
              -----------

              This Guarantee  shall  terminate as to the Capital  Securities (i)
upon full payment of the Redemption  Price or the Special  Redemption  Price, as
the case may be,  of all  Capital  Securities  then  outstanding,  (ii) upon the
distribution  of all of the  Debentures  to the  Holders  of all of the  Capital
Securities or (iii) upon full payment of the amounts  payable in accordance with
the Declaration upon dissolution of the Issuer.  This Guarantee will continue to
be  effective  or will be  reinstated,  as the case  may be,  if at any time any
Holder of Capital  Securities  must  restore  payment of any sums paid under the
Capital Securities or under this Guarantee.

                                   ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.1.  Exculpation.
              -----------

              (a)  No  Indemnified  Person  shall  be  liable,   responsible  or
       accountable  in damages or  otherwise  to the  Guarantor  or any  Covered
       Person  for any loss,  damage or claim  incurred  by reason of any act or
       omission of such Indemnified Person in good faith in accordance with this
       Guarantee  and  in a  manner  that  such  Indemnified  Person  reasonably
       believed  to be  within  the  scope of the  authority  conferred  on such
       Indemnified   Person  by  this  Guarantee  or  by  law,  except  that  an
       Indemnified  Person  shall be liable for any such  loss,  damage or claim
       incurred by reason of such  Indemnified  Person's  negligence  or willful
       misconduct with respect to such acts or omissions.

              (b)  An Indemnified Person shall be fully  protected in relying in
       good faith upon the records of the Issuer or the  Guarantor and upon such
       information,  opinions,  reports or statements presented to the Issuer or
       the  Guarantor  by  any  Person  as to  matters  the  Indemnified  Person
       reasonably believes are within such other Person's professional or expert
       competence  and who,  if selected by such  Indemnified  Person,  has been
       selected  with  reasonable  care by such  Indemnified  Person,  including
       information,  opinions,  reports or statements as to the value and amount
       of the assets, liabilities, profits, losses, or any other facts pertinent
       to the existence and amount of assets from which Distributions to Holders
       of Capital Securities might properly be paid.

SECTION 7.2.  Indemnification.
              ---------------

              (a)  The  Guarantor  agrees  to  indemnify each Indemnified Person
       for, and to hold each Indemnified  Person  harmless against,  any and all
       loss, liability, damage, claim or expense incurred without negligence  or
       willful misconduct on the part of the Indemnified Person,  arising out of
       or in connection  with the acceptance or  administration  of the trust or
       trusts  hereunder,  including  but not limited to the costs and  expenses
       (including  reasonable legal fees and expenses) of the Indemnified Person
       defending  itself against,  or  investigating,  any claim or liability in
       connection  with the exercise or  performance  of any of the  Indemnified
       Person's powers or duties  hereunder.  The obligation to indemnify as set
       forth in this Section 7.2 shall survive the resignation or removal of the
       Guarantee Trustee and the termination of this Guarantee.
<PAGE>

              (b) Promptly  after  receipt by an  Indemnified  Person under this
       Section 7.2 of notice of the commencement of any action, such Indemnified
       Person  will,  if a claim in respect  thereof is to be made  against  the
       Guarantor  under this Section 7.2, notify the Guarantor in writing of the
       commencement thereof; but the failure so to notify the Guarantor (i) will
       not relieve the Guarantor from liability under paragraph (a) above unless
       and to the extent  that the  Guarantor  did not  otherwise  learn of such
       action and such failure  results in the  forfeiture  by the  Guarantor of
       substantial rights and defenses and (ii) will not, in any event,  relieve
       the Guarantor from any obligations to any  Indemnified  Person other than
       the  indemnification  obligation  provided in  paragraph  (a) above.  The
       Guarantor shall be entitled to appoint counsel of the Guarantor's  choice
       at the  Guarantor's  expense to represent the  Indemnified  Person in any
       action for which  indemnification  is sought (in which case the Guarantor
       shall not  thereafter  be  responsible  for the fees and  expenses of any
       separate counsel retained by the Indemnified  Person or Persons except as
       set  forth  below);  provided,   however,  that  such  counsel  shall  be
                            --------    -------
       satisfactory to the Indemnified  Person.  Notwithstanding the Guarantor's
       election to appoint  counsel to represent the  Indemnified  Person in any
       action,  the  Indemnified  Person shall have the right to employ separate
       counsel  (including  local  counsel),  and the  Guarantor  shall bear the
       reasonable  fees,  costs and expenses of such separate counsel (and local
       counsel),  if (i) the use of counsel chosen by the Guarantor to represent
       the  Indemnified  Person  would  present  such counsel with a conflict of
       interest,  (ii) the actual or potential defendants in, or targets of, any
       such action include both the Indemnified Person and the Guarantor and the
       Indemnified  Person  shall have  reasonably  concluded  that there may be
       legal defenses available to it and/or other Indemnified Persons which are
       different from or additional to those  available to the Guarantor,  (iii)
       the  Guarantor  shall  not  have  employed  counsel  satisfactory  to the
       Indemnified   Person  to  represent  the  Indemnified   Person  within  a
       reasonable  time after notice of the  institution  of such action or (iv)
       the Guarantor shall  authorize the Indemnified  Person to employ separate
       counsel at the expense of the Guarantor.  The Guarantor will not, without
       the  prior  written  consent  of  the  Indemnified  Persons,   settle  or
       compromise  or consent to the entry of any  judgment  with respect to any
       pending or  threatened  claim,  action,  suit or proceeding in respect of
       which indemnification or contribution may be sought hereunder (whether or
       not the Indemnified Persons are actual or potential parties to such claim
       or action)  unless such  settlement,  compromise  or consent  includes an
       unconditional  release  of each  Indemnified  Person  from all  liability
       arising out of such claim, action, suit or proceeding.

SECTION 7.3.  Compensation; Reimbursement of Expenses.
              ---------------------------------------

              Other than as provided in the Fee  Agreement of even date herewith
between the Guarantor,  Cohen & Company and the Guarantee Trustee, the Guarantor
agrees:

              (a)  to pay to the  Guarantee  Trustee  from  time  to  time  such
       compensation  for all  services  rendered by it  hereunder as the parties
       shall agree to from time to time (which compensation shall not be limited
       by any provision of law in regard to the  compensation of a trustee of an
       express trust); and

              (b)  except as otherwise expressly  provided herein,  to reimburse
       the  Guarantee   Trustee  upon  request  for  all  reasonable   expenses,
       disbursements  and advances incurred or made by it in accordance with any
       provision of this Guarantee  (including the reasonable  compensation  and
       the expenses and  disbursements  of its agents and  counsel),  except any
       such  expense,  disbursement  or  advance as may be  attributable  to its
       negligence or willful misconduct.

              The  provisions of this Section 7.3 shall survive the  resignation
or removal of the Guarantee Trustee and the termination of this Guarantee.

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.1.  Successors and Assigns.
              ----------------------

              All guarantees and  agreements  contained in this Guarantee  shall
bind the successors,  assigns,  receivers,  trustees and  representatives of the
Guarantor  and  shall  inure  to the  benefit  of  the  Holders  of the  Capital
Securities   then   outstanding.   Except  in  connection  with  any  merger  or
consolidation of the Guarantor with or into another entity or any sale, transfer
or lease of the Guarantor's  assets or capital stock to another entity,  in each
case to the extent  permitted under the Indenture,  the Guarantor may not assign
its rights or delegate its  obligations  under this Guarantee  without the prior
approval of the Holders of not less than a Majority in liquidation amount of the
Capital Securities.
<PAGE>

SECTION 8.2.  Amendments.
              ----------

              Except with  respect to any changes that do not  adversely  affect
the rights of Holders of the  Capital  Securities  in any  material  respect (in
which case no  consent  of Holders  will be  required),  this  Guarantee  may be
amended only with the prior  approval of the Holders of not less than a Majority
in  liquidation  amount  of  the  Capital  Securities.  The  provisions  of  the
Declaration with respect to amendments  thereof shall apply equally with respect
to amendments of the Guarantee.

SECTION 8.3.  Notices.
              -------

              All notices  provided for in this  Guarantee  shall be in writing,
duly signed by the party giving such notice, and shall be delivered,  telecopied
or mailed by first class mail, as follows:

              (a)  If given to the Guarantee Trustee, at the Guarantee Trustee's
       mailing  address set forth below (or such other  address as the Guarantee
       Trustee may give notice of to the Holders of the Capital Securities):

                   LaSalle Bank National Association
                   135 S. LaSalle Street, Suite 1511
                   Chicago, Illinois 60603
                   Attention:  CDO Trust Services Group
                   First Bank Statutory Trust X
                   Telecopy:  (312) 904-0524
                   Telephone: (312) 904-0283

              (b)  If given to the Guarantor, at the Guarantor's mailing address
       set forth below (or such other  address as the  Guarantor may give notice
       of to  the  Holders  of the  Capital  Securities  and  to  the  Guarantee
       Trustee):

                   First Banks, Inc.
                   600 James S. McDonnell Blvd.
                   Hazelwood, Missouri  63042
                   Attention: Peter D. Wimmer
                   Telecopy: (314) 592-6640
                   Telephone: (314) 592-6602

              (c)  If given to any  Holder  of the  Capital  Securities,  at the
       address set forth on the books and records of the Issuer.

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

SECTION 8.4.  Benefit.
              -------

              This  Guarantee  is solely for the  benefit of the  Holders of the
Capital   Securities  and,   subject  to  Section  2.1(a),   is  not  separately
transferable from the Capital Securities.

SECTION 8.5.  Governing Law.
              -------------

              THIS  GUARANTEE  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH,  THE LAW OF THE STATE OF NEW YORK,  WITHOUT  REGARD  TO  CONFLICT  OF LAWS
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

SECTION 8.6.  Counterparts.
              ------------

              This  Guarantee  may  contain  more  than one  counterpart  of the
signature  page  and this  Guarantee  may be  executed  by the  affixing  of the
signature of the Guarantor and the Guarantee  Trustee to any of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one,  and they shall have the same force and effect as though all of the signers
had signed a single signature page.



<PAGE>

              THIS  GUARANTEE  is  executed  as of the day and year first  above
written.

                                          FIRST BANKS, INC., as Guarantor


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



                                          LASALLE BANK NATIONAL
                                          ASSOCIATION, as Guarantee Trustee


                                          By: /s/ Greg Myers
                                             -----------------------------------
                                          Name:   Greg Myers
                                               ---------------------------------
                                          Title:  Assistant Vice President
                                                --------------------------------