EXHIBIT 4.10


















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                               GUARANTEE AGREEMENT

                                 by and between

                                FIRST BANKS, INC.

                                       and

                            WILMINGTON TRUST COMPANY

                         Dated as of September 20, 2007



                -------------------------------------------------


<PAGE>
                               GUARANTEE AGREEMENT
                               -------------------

         This GUARANTEE AGREEMENT (this "Guarantee"),  dated as of September 20,
2007,  is executed and  delivered by First Banks,  Inc., a Missouri  corporation
(the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation,
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 IX, a Delaware statutory trust (the "Issuer").

         WHEREAS,  pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"),  dated as of the date hereof among Wilmington Trust Company, not
in  its  individual   capacity  but  solely  as   institutional   trustee,   the
administrators of the Issuer named therein,  the Guarantor,  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  those  undivided  beneficial
interests,  having  an  aggregate  liquidation  amount  of  $25,000,000.00  (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" or "Sections" are
to Articles or Sections of this Guarantee, unless otherwise specified;

         (e)    terms  defined in the  Declaration  as at 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.

         "Affiliate" has the same meaning  as given to that term in  Rule 405 of
          ---------
the Securities Act of 1933, as amended, or any successor rule thereunder.

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

         "Capital  Securities" has the meaning set forth in the recitals to this
          -------------------
Guarantee.

         "Common Securities" means the common securities issued by the Issuer to
          -----------------
the Guarantor pursuant to the Declaration.

         "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,  which  office  at the date of
execution of this Guarantee is located at Rodney Square North, 1100 North Market
Street,   Wilmington,   Delaware   19890-1600,    Attention:   Corporate   Trust
Administration.

         "Covered Person" means any Holder of Capital Securities.
          --------------
<PAGE>

         "Debentures" means the debt securities of the Guarantor  designated the
          ----------
Floating Rate Junior  Subordinated  Deferrable Interest Debentures due 2037 held
by the Institutional Trustee (as defined in the Declaration) of the Issuer.

         "Declaration  Event of Default"  means an "Event of Default" as defined
          -----------------------------
in the Declaration.

         "Event of Default" has the meaning set forth in Section 2.4(a).
          ----------------

         "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 shall have funds available  therefor,  (ii) the Redemption
Price to the extent the Issuer has funds available therefor, with respect to any
Capital  Securities  called for  redemption  by the  Issuer,  (iii) the  Special
Redemption  Price to the extent the Issuer has funds  available  therefor,  with
respect to Capital  Securities  redeemed upon the occurrence of a Special Event,
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 shall have funds available  therefor,
and (b) the amount of assets of the Issuer remaining  available for distribution
to Holders in  liquidation  of the Issuer  (in  either  case,  the  "Liquidation
Distribution").

         "Guarantee  Trustee" means Wilmington Trust Company,  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.

         "Guarantor" means  First Banks, Inc.  and  each  of  its successors and
          ---------
 assigns.

         "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, 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 the date hereof between the
          ---------
Guarantor and  Wilmington  Trust  Company,  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.

         "Issuer"  has the meaning set forth in the  opening  paragraph  to this
          ------
Guarantee.

         "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
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.
<PAGE>

         "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  the  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 the officer in rendering the Officer's
         Certificate;

               (c)  a statement that the 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

               (d)  a statement  as to whether,  in the opinion of the  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.

         "Redemption Price" has the meaning set forth in the Indenture.
          ----------------

         "Responsible Officer" means, with respect to the Guarantee Trustee, any
          -------------------
officer within the Corporate Trust Office of the Guarantee Trustee including any
Vice President, Assistant Vice President,  Secretary, Assistant Secretary or any
other officer of the Guarantee Trustee customarily  performing functions similar
to those  performed  by any of the above  designated  officers  and  also,  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.

         "Special Event" has the meaning set forth in the Indenture.
          -------------

         "Special Redemption Price" has the meaning set forth in the Indenture.
          ------------------------

         "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
                                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.
<PAGE>

         (c)    The Guarantee Trustee,  before the  occurrence  of any  Event of
Default and after  curing 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 waived  pursuant to Section  2.4) 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 such 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

                        (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  that  by  any  provision  hereof are
                specifically required to be furnished to the Guarantee  Trustee,
                the Guarantee Trustee shall  be under a duty to examine the same
                to  determine whether or not they conform to the requirements of
                this Guarantee;

                (ii)    the Guarantee  Trustee shall not be liable for any error
         of  judgment  made  in  good f aith  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 relating to the exercise of 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 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.
<PAGE>

                (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  any
         re-recording, refiling or re-registration 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.

                (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  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 (i) may request instructions from the
         Holders of a Majority in liquidation amount of the Capital Securities,
         (ii) may  refrain  from  enforcing  such remedy or right or taking such
         other action  until such instructions are received,  and (iii) 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, without
         negligence,  and  reasonably  believed by it to be authorized or within
         the  discretion  or  rights  or  powers  conferred  upon  it   by  this
         Guarantee.
<PAGE>

         (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.

         (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 and the  Guarantor,  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 deemed to have knowledge of
any Event of Default  unless the Guarantee  Trustee shall have received  written
notice from the Guarantor or a Holder of the Capital  Securities  (except in the
case of a payment  default),  or a Responsible  Officer of the Guarantee Trustee
charged with the  administration  of this Guarantee  shall have obtained  actual
knowledge thereof.

                                  ARTICLE III

                                GUARANTEE TRUSTEE

         Section 3.1.   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 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 50 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  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 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 out in Section 3.2(c).
<PAGE>

         (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  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.

         (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.

                                   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 the 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 benefit of, and to be  enforceable  by, all
such  Beneficiaries,  whether or not such  Beneficiaries  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:
<PAGE>

         (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;

         (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 payment of Distributions, Redemption Price,
Special  Redemption  Price,  Liquidation  Distribution or other sum 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
                                           --------   -------
Section 2.1) the Guarantee Trustee shall have the right to decline to follow any
such direction if the Guarantee Trustee being advised by 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
committees  or a trust  committee of directors  or trustees  and/or  Responsible
Officers  shall  determine  that the action or  proceedings  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.

         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 mandatory  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.
<PAGE>

         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 by a Beneficiary.  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
-------
mandatory  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 at the
time of any such payment,  and 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 a  Declaration  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  shall not and shall not permit any Affiliate to
(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
or  such  Affiliate's  capital  stock  (other  than  payments  of  dividends  or
distributions  to the Guarantor or payments of dividends from direct or indirect
subsidiaries of the Guarantor to their parent corporations,  which also shall be
direct or indirect subsidiaries of the Guarantor) or make any guarantee payments
with  respect  to the  foregoing  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  or any  Affiliate  that  rank  pari  passu in all
respects with or junior in interest to the Debentures  (other than, with respect
to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions
of shares of capital stock of the Guarantor 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, in connection with a
dividend  reinvestment or stockholder  stock purchase plan or 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,
Declaration  Event of Default or  Extension  Period,  as  applicable,  (ii) as a
result of any exchange 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,  (iii) 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,  (iv) any  declaration of a
dividend in connection  with any  stockholders'  rights plan, or the issuance of
rights,  stock or other  property  under any  stockholders'  rights plan, or the
redemption  or repurchase of rights  pursuant  thereto,  (v) 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 and any cash  payments  in lieu of  fractional  shares
issued in connection  therewith,  (vi) payments of principal or interest on debt
securities or payments of cash dividends or  distributions  on any capital stock
issued by an Affiliate  that is not, in whole or in part,  a  subsidiary  of the
Guarantor (or any redemptions, repurchases or liquidation payments on such stock
or securities), or (vii) payments under this Guarantee).

         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.
<PAGE>

         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  hereunder.  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
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 Special
Redemption  Price 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 performed or
omitted  by 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.

         (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

<PAGE>

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 reasonably  satisfactory  to the
--------   -------
Indemnified Person.  Notwithstanding the Guarantor's election to appoint counsel
to represent the Guarantor in an 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 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  Person(s)  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.  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.

         For purposes of  clarification,  this Section 7.3 does not  contemplate
the payment by the Guarantor of acceptance or annual  administration  fees owing
to the Guarantee  Trustee for services to be provided by the  Guarantee  Trustee
under this Guarantee or the fees and expenses of the Guarantee Trustee's counsel
in  connection  with  the  closing  of the  transactions  contemplated  by  this
Guarantee.  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 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 at least a Majority  in  liquidation  amount of the
Capital Securities.

         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 apply to the giving of
such approval.
<PAGE>

         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 and the Guarantor):

         Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware  19890-1600
         Attention:  Corporate Trust Administration
         Telecopy:  302-636-4140

         (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 Boulevard
         Mail Stop - M1-199-014
         Hazelwood, Missouri  63042
         Attention:  Lisa K. Vansickle
         Telecopy:  314-592-6603

         (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
                        -------
Beneficiaries  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 AND INTERPRETED 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 NEW YORK GENERAL OBLIGATIONS LAW).

         Section 8.6.   Counterparts.  This Guarantee  may be executed in one or
                        ------------
more  counterparts,  each of which shall be an original,  but all of which taken
together shall constitute one and the same instrument.

         Section 8.7.   Separability.  In case  one or  more  of the  provisions
                        ------------
contained in this Guarantee shall for any reason be held to be invalid,  illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other  provisions  of this  Guarantee,  but this  Guarantee
shall be construed as if such invalid or illegal or unenforceable  provision had
never been contained herein.



                     Signatures appear on the following 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



                                     WILMINGTON TRUST COMPANY, as Guarantee
                                     Trustee

                                     By:   /s/    Christopher J. Monigle
                                        ----------------------------------------
                                           Name:  Christopher J. Monigle
                                           Title: Vice President