UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q


 (Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended June 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

               For the transition period from _______ to ________

                           Commission File No. 0-20632

                                FIRST BANKS, INC.
             (Exact name of registrant as specified in its charter)

           MISSOURI                                     43-1175538
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                   135 North Meramec, Clayton, Missouri 63105
               (Address of principal executive offices) (Zip code)

                                 (314) 854-4600
              (Registrant's telephone number, including area code)

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                          Yes     X        No
                              --------        --------

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act).

                          Yes              No    X
                              --------        --------

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practical date.


                                                   Shares Outstanding
                      Class                         at July 31, 2003
                      -----                         ----------------

         Common Stock, $250.00 par value                 23,661


<PAGE>




                                FIRST BANKS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>




                                                                                                      Page
                                                                                                      ----

PART I.       FINANCIAL INFORMATION

   ITEM 1.    FINANCIAL STATEMENTS - (UNAUDITED):

<S>                                                                                                     <C>
              CONSOLIDATED BALANCE SHEETS.........................................................      1

              CONSOLIDATED STATEMENTS OF INCOME...................................................      3

              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  AND COMPREHENSIVE INCOME........................................................      4

              CONSOLIDATED STATEMENTS OF CASH FLOWS...............................................      5

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..........................................      6

   ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS.......................................................     14

   ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........................     28

   ITEM 4.    CONTROLS AND PROCEDURES.............................................................     29

PART II.      OTHER INFORMATION

   ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K....................................................     30

SIGNATURES........................................................................................     31
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                    PART I - FINANCIAL INFORMATION
                                                    ITEM 1 - FINANCIAL STATEMENTS

                                                           FIRST BANKS, INC.

                                                        CONSOLIDATED BALANCE SHEETS
                                     (dollars expressed in thousands, except share and per share data)


                                                                                        June 30,       December 31,
                                                                                          2003             2002
                                                                                          ----             ----
                                                                                       (unaudited)

                                                ASSETS
                                                ------


Cash and cash equivalents:
<S>                                                                                   <C>                  <C>
     Cash and due from banks.......................................................   $    165,354         194,519
     Interest-bearing deposits with other financial institutions
       with maturities of three months or less.....................................          2,786             832
     Federal funds sold............................................................        116,100           7,900
                                                                                      ------------     -----------
          Total cash and cash equivalents..........................................        284,240         203,251
                                                                                      ------------     -----------

Investment securities:
     Available for sale, at fair value.............................................        860,462       1,120,894
     Held to maturity, at amortized cost (fair value of $14,104 and $16,978
       at June 30, 2003 and December 31, 2002, respectively).......................         13,486          16,426
                                                                                      ------------     -----------
          Total investment securities..............................................        873,948       1,137,320
                                                                                      ------------     -----------

Loans:
     Commercial, financial and agricultural........................................      1,401,159       1,443,016
     Real estate construction and development......................................      1,066,585         989,650
     Real estate mortgage..........................................................      2,442,267       2,444,122
     Lease financing...............................................................         97,622         126,738
     Consumer and installment......................................................         87,438          86,763
     Loans held for sale...........................................................        299,254         349,965
                                                                                      ------------     -----------
          Total loans..............................................................      5,394,325       5,440,254
     Unearned discount.............................................................         (8,726)         (7,666)
     Allowance for loan losses.....................................................       (107,848)        (99,439)
                                                                                      ------------     -----------
          Net loans................................................................      5,277,751       5,333,149
                                                                                      ------------     -----------

Derivative instruments.............................................................         88,239          97,887
Bank premises and equipment, net of accumulated
     depreciation and amortization.................................................        146,979         152,418
Goodwill...........................................................................        142,167         140,112
Bank-owned life insurance..........................................................         95,022          92,616
Accrued interest receivable........................................................         33,515          35,638
Deferred income taxes..............................................................         87,846          92,157
Other assets.......................................................................         69,532          58,252
                                                                                      ------------     -----------
          Total assets.............................................................   $  7,099,239       7,342,800
                                                                                      ============     ===========

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>



                                                           FIRST BANKS, INC.

                                                CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (dollars expressed in thousands, except share and per share data)


                                                                                        June 30,       December 31,
                                                                                          2003             2002
                                                                                          ----             ----
                                                                                       (unaudited)

                                             LIABILITIES
                                             -----------
Deposits:
     Demand:
<S>                                                                                   <C>                  <C>
       Non-interest-bearing........................................................   $  1,041,668         986,674
       Interest-bearing............................................................        846,030         819,429
     Savings.......................................................................      2,107,417       2,176,616
     Time:
       Time deposits of $100 or more...............................................        416,192         469,904
       Other time deposits.........................................................      1,603,479       1,720,197
                                                                                      ------------     -----------
          Total deposits...........................................................      6,014,786       6,172,820
Short-term borrowings..............................................................        197,410         265,644
Note payable.......................................................................         34,500           7,000
Guaranteed preferred beneficial interests in
     subordinated debentures.......................................................        210,701         270,039
Accrued interest payable...........................................................          9,395          11,751
Deferred income taxes..............................................................         51,104          61,204
Accrued expenses and other liabilities.............................................         42,826          35,301
                                                                                      ------------     -----------
          Total liabilities........................................................      6,560,722       6,823,759
                                                                                      ------------     -----------

                                         STOCKHOLDERS' EQUITY
                                         --------------------

Preferred stock:
     $1.00 par value, 5,000,000 shares authorized, no shares issued
       and outstanding.............................................................             --              --
     Class A convertible, adjustable rate, $20.00 par value, 750,000
       shares authorized, 641,082 shares issued and outstanding....................         12,822          12,822
     Class B adjustable rate, $1.50 par value, 200,000 shares authorized,
       160,505 shares issued and outstanding.......................................            241             241
Common stock, $250.00 par value, 25,000 shares authorized,
     23,661 shares issued and outstanding..........................................          5,915           5,915
Additional paid-in capital.........................................................          5,910           5,910
Retained earnings..................................................................        467,092         433,689
Accumulated other comprehensive income.............................................         46,537          60,464
                                                                                      ------------     -----------
          Total stockholders' equity...............................................        538,517         519,041
                                                                                      ------------     -----------
          Total liabilities and stockholders' equity...............................   $  7,099,239       7,342,800
                                                                                      ============     ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                          FIRST BANKS, INC.

                                            CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
                                        (dollars expressed in thousands, except per share data)


                                                                            Three Months Ended    Six Months Ended
                                                                                 June 30,             June 30,
                                                                            ------------------    -----------------
                                                                               2003      2002      2003       2002
                                                                               ----      ----      ----       ----
Interest income:
<S>                                                                         <C>         <C>       <C>       <C>
     Interest and fees on loans............................................ $ 89,680    98,782    180,292   197,824
     Investment securities.................................................    8,278     7,868     16,831    15,149
     Federal funds sold and other..........................................      312       653        754       942
                                                                            --------  --------   --------  --------
          Total interest income............................................   98,270   107,303    197,877   213,915
                                                                            --------  --------   --------  --------
Interest expense:
     Deposits:
       Interest-bearing demand.............................................    1,478     2,281      3,151     3,953
       Savings.............................................................    5,785     9,265     12,571    18,434
       Time deposits of $100 or more.......................................    3,336     4,889      7,021    10,179
       Other time deposits.................................................   11,088    16,970     23,282    35,851
     Short-term borrowings.................................................      519       912      1,121     1,829
     Note payable..........................................................       50       181        186       530
     Guaranteed preferred debentures.......................................    5,001     7,117     10,369    13,329
                                                                            --------  --------   --------  --------
          Total interest expense...........................................   27,257    41,615     57,701    84,105
                                                                            --------  --------   --------  --------
          Net interest income..............................................   71,013    65,688    140,176   129,810
Provision for loan losses..................................................   10,000    12,000     21,000    25,000
                                                                            --------  --------   --------  --------
          Net interest income after provision for loan losses..............   61,013    53,688    119,176   104,810
                                                                            --------  --------   --------  --------
Noninterest income:
     Service charges on deposit accounts and customer service fees.........    9,005     7,014     17,649    13,494
     Gain on mortgage loans sold and held for sale.........................   10,058     7,292     20,736    12,459
     Net gain on sales of available-for-sale investment securities.........      307        --      6,566        92
     Bank-owned life insurance investment income...........................    1,433     1,526      2,704     2,813
     Net gain (loss) on derivative instruments.............................      419        90        426      (249)
     Other.................................................................    4,209     4,607      8,995    10,755
                                                                            --------  --------   --------  --------
          Total noninterest income.........................................   25,431    20,529     57,076    39,364
                                                                            --------  --------   --------  --------
Noninterest expense:
     Salaries and employee benefits........................................   31,500    28,895     60,859    56,156
     Occupancy, net of rental income.......................................    5,549     4,964     10,483     9,636
     Furniture and equipment...............................................    4,535     4,396      9,104     8,539
     Postage, printing and supplies........................................    1,292     1,317      2,598     2,859
     Information technology fees...........................................    8,409     8,497     16,442    16,597
     Legal, examination and professional fees..............................    2,165     2,106      3,771     3,597
     Amortization of intangibles associated with
       the purchase of subsidiaries........................................      658       482      1,190       964
     Communications........................................................      668       908      1,273     1,704
     Advertising and business development..................................      925     1,507      2,234     2,951
     Other.................................................................    8,350     6,148     15,782    13,075
                                                                            --------  --------   --------  --------
          Total noninterest expense........................................   64,051    59,220    123,736   116,078
                                                                            --------  --------   --------  --------
          Income before provision for income taxes and
              minority interest in income of subsidiary....................   22,393    14,997     52,516    28,096
Provision for income taxes.................................................    7,693     5,328     18,785    10,099
                                                                            --------  --------   --------  --------
          Income before minority interest in income of subsidiary .........   14,700     9,669     33,731    17,997
Minority interest in income of subsidiary..................................       --       301         --       629
                                                                            --------  --------   --------  --------
          Net income.......................................................   14,700     9,368     33,731    17,368
Preferred stock dividends..................................................      132       132        328       328
                                                                            --------  --------   --------  --------
          Net income available to common stockholders...................... $ 14,568     9,236     33,403    17,040
                                                                            ========  ========   ========  ========

Basic earnings per common share............................................ $ 615.70    390.35   1,411.74    720.18
                                                                            ========  ========   ========  ========

Diluted earnings per common share.......................................... $ 606.04    384.48   1,390.06    712.75
                                                                            ========  ========   ========  ========

Weighted average common stock outstanding..................................   23,661    23,661     23,661    23,661
                                                                            ========  ========   ========  ========

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                          FIRST BANKS, INC.

                CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME - (UNAUDITED)
                            Six Months Ended June 30, 2003 and 2002 and Six Months Ended December 31, 2002
                                        (dollars expressed in thousands, except per share data)



                                                     Adjustable Rate                                        Accu-
                                                     Preferred Stock                                        mulated
                                                     ---------------                                        Other     Total
                                                   Class A                     Additional Compre-           Compre-   Stock-
                                                   Conver-              Common  Paid-In   hensive Retained  hensive   holders'
                                                    tible     Class B   Stock   Capital   Income  Earnings  Income    Equity
                                                    -----     -------   -----   -------   ------  --------  ------    ------

<S>                                                <C>          <C>    <C>       <C>              <C>       <C>     <C>
Consolidated balances, December 31, 2001.........  $12,822      241    5,915     6,074            389,308   34,297  448,657
Six months ended June 30, 2002:
    Comprehensive income:
      Net income.................................       --       --       --        --   17,368    17,368       --   17,368
      Other comprehensive income, net of tax:
        Unrealized gains on securities, net of
          reclassification adjustment (1)........       --       --       --        --    7,620        --    7,620    7,620
        Derivative instruments:
          Current period transactions............       --       --       --        --    6,397        --    6,397    6,397
                                                                                         ------
      Comprehensive income.......................                                        31,385
                                                                                         ======
    Class A preferred stock dividends,
        $0.50 per share..........................       --       --       --        --               (321)      --     (321)
    Class B preferred stock dividends,
        $0.04 per share..........................       --       --       --        --                 (7)      --       (7)
    Effect of capital stock transactions of
      majority-owned subsidiary..................       --       --       --      (116)                --       --     (116)
                                                   -------     ----    -----     -----            -------   ------  -------
Consolidated balances, June 30, 2002.............   12,822      241    5,915     5,958            406,348   48,314  479,598
Six months ended December 31, 2002:
    Comprehensive income:
      Net income.................................       --       --       --        --   27,799    27,799       --   27,799
      Other comprehensive income, net of tax:
        Unrealized gains on securities, net of
          reclassification adjustment (1)........       --       --       --        --    1,289        --    1,289    1,289
        Derivative instruments:
          Current period transactions............       --       --       --        --   10,861        --   10,861   10,861
                                                                                         ------
      Comprehensive income.......................       --       --       --        --   39,949
                                                                                         ======
    Class A preferred stock dividends,
        $0.70 per share..........................       --       --       --        --               (448)      --     (448)
    Class B preferred stock dividends,
        $0.07 per share..........................       --       --       --        --                (10)      --      (10)
    Effect of capital stock transactions of
      majority-owned subsidiary..................       --       --       --       (48)                --       --      (48)
                                                   -------     ----    -----     -----            -------   ------  -------
Consolidated balances, December 31, 2002.........   12,822      241    5,915     5,910            433,689   60,464  519,041
Six months ended June 30, 2003:
    Comprehensive income:
      Net income.................................       --       --       --        --   33,731    33,731       --   33,731
      Other comprehensive income, net of tax:
        Unrealized losses on securities, net of
          reclassification adjustment (1)........       --       --       --        --   (6,288)       --   (6,288)  (6,288)
        Derivative instruments:
          Current period transactions............       --       --       --        --   (7,639)       --   (7,639)  (7,639)
                                                                                         ------
      Comprehensive income.......................                                        19,804
                                                                                         ======
    Class A preferred stock dividends,
        $0.50 per share..........................       --       --       --        --               (321)      --     (321)
    Class B preferred stock dividends,
        $0.04 per share..........................       --       --       --        --                 (7)      --       (7)
                                                   -------     ----    -----     -----            -------   ------  -------

Consolidated balances, June 30, 2003.............  $12,822      241    5,915     5,910            467,092   46,537  538,517
                                                   =======     ====    =====     =====            =======   ======  =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

-------------------------
(1) Disclosure of reclassification adjustment:

                                                                        Three Months Ended  Six Months Ended     Six Months Ended
                                                                              June 30,          June 30,           December 31,
                                                                        ------------------  ----------------
                                                                          2003      2002     2003     2002             2002
                                                                          ----      ----     ----     ----             ----

     Unrealized (losses) gains on investment securities
<S>                                                                       <C>      <C>     <C>       <C>              <C>
        arising during the period..............................           $(430)   7,086   (2,020)   7,680            1,288
     Less reclassification adjustment for gains
        (losses) included in net income........................             200       --    4,268       60               (1)
                                                                          -----    -----   ------   ------            -----

     Unrealized (losses) gains on investment securities........           $(630)   7,086   (6,288)   7,620            1,289
                                                                          =====    =====   ======    =====            =====

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                                          FIRST BANKS, INC.

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
                                                   (dollars expressed in thousands)

                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                             -----------------------
                                                                                               2003           2002
                                                                                               ----           ----

Cash flows from operating activities:
<S>                                                                                         <C>              <C>
     Net income........................................................................... $   33,731        17,368
     Adjustments to reconcile net income to net cash used in operating activities:
       Depreciation and amortization of bank premises and equipment.......................      9,713         9,261
       Amortization, net of accretion.....................................................     11,706         7,020
       Originations and purchases of loans held for sale.................................. (1,190,559)     (806,713)
       Proceeds from the sale of loans held for sale......................................  1,125,264       757,023
       Provision for loan losses..........................................................     21,000        25,000
       Provision for income taxes.........................................................     18,785        10,099
       Payments of income taxes...........................................................    (18,804)      (15,792)
       Decrease (increase)in accrued interest receivable..................................      2,810          (218)
       Interest accrued on liabilities....................................................     57,701        84,105
       Payments of interest on liabilities................................................    (60,201)      (81,341)
       Gain on mortgage loans sold and held for sale......................................    (20,736)      (12,459)
       Net gain on sales of available-for-sale investment securities......................     (6,566)          (92)
       Net (gain) loss on derivative instruments..........................................       (426)          249
       Other operating activities, net....................................................      5,376         3,147
       Minority interest in income of subsidiary..........................................         --           629
                                                                                           ----------     ---------
          Net cash used in operating activities...........................................    (11,206)       (2,714)
                                                                                           ----------     ---------

Cash flows from investing activities:
     Cash received for acquired entities, net of cash
       and cash equivalents...............................................................     14,870        44,097
     Proceeds from sales of investment securities available for sale......................    120,784           192
     Maturities of investment securities available for sale...............................    600,347       398,629
     Maturities of investment securities held to maturity.................................      3,024         2,405
     Purchases of investment securities available for sale................................   (324,419)     (416,673)
     Purchases of investment securities held to maturity..................................       (102)       (2,260)
     Net decrease in loans................................................................     21,830       118,128
     Recoveries of loans previously charged-off...........................................     10,317         8,297
     Purchases of bank premises and equipment.............................................     (1,858)       (7,621)
     Other investing activities, net......................................................      4,369         4,721
                                                                                           ----------     ---------
          Net cash provided by investing activities.......................................    449,162       149,915
                                                                                           ----------     ---------

Cash flows from financing activities:
     (Decrease) increase in demand and savings deposits...................................    (38,337)       58,743
     Decrease in time deposits............................................................   (212,505)     (114,739)
     Decrease in federal funds purchased..................................................    (55,000)      (81,000)
     Decrease in Federal Home Loan Bank advances..........................................     (3,165)       (4,600)
     (Decrease) increase in securities sold under agreements to repurchase................    (11,617)       23,267
     Advances drawn on note payable.......................................................     34,500        36,500
     Repayments of note payable...........................................................     (7,000)      (54,000)
     Proceeds from issuance of guaranteed preferred beneficial interests
       in subordinated debentures.........................................................     68,735        24,233
     Payments for redemption of guaranteed preferred beneficial
       interests in subordinated debentures...............................................   (132,250)           --
     Payment of preferred stock dividends.................................................       (328)         (328)
                                                                                           ----------     ---------
          Net cash used in financing activities...........................................   (356,967)     (111,924)
                                                                                           ----------     ---------
          Net increase in cash and cash equivalents.......................................     80,989        35,277
Cash and cash equivalents, beginning of period............................................    203,251       241,874
                                                                                           ----------     ---------
Cash and cash equivalents, end of period.................................................. $  284,240       277,151
                                                                                           ==========     =========

Noncash investing and financing activities:
     Loans transferred to other real estate............................................... $   10,850         1,622
     Loans held for sale transferred to loans.............................................      7,066         2,741
                                                                                           ==========     =========

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


<PAGE>
                                FIRST BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (1)     BASIS OF PRESENTATION

         The  consolidated   financial  statements  of  First  Banks,  Inc.  and
subsidiaries  (First Banks or the Company) are  unaudited  and should be read in
conjunction with the  consolidated  financial  statements  contained in the 2002
Annual Report on Form 10-K.  The  consolidated  financial  statements  have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and conform to predominant practices within the banking
industry.  Management  of  First  Banks  has  made a  number  of  estimates  and
assumptions  relating  to the  reporting  of  assets  and  liabilities  and  the
disclosure  of contingent  assets and  liabilities  to prepare the  consolidated
financial statements in conformity with accounting principles generally accepted
in the  United  States of  America.  Actual  results  could  differ  from  those
estimates. In the opinion of management,  all adjustments,  consisting of normal
recurring accruals  considered  necessary for a fair presentation of the results
of operations  for the interim  periods  presented  herein,  have been included.
Operating  results  for the three and six  months  ended  June 30,  2003 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2003.

         The  consolidated  financial  statements  include the accounts of First
Banks,  Inc. and its  subsidiaries.  All significant  intercompany  accounts and
transactions  have been eliminated.  Certain  reclassifications  of 2002 amounts
have been made to conform to the 2003 presentation.

         First Banks operates  through its wholly owned  subsidiary bank holding
company,  The San  Francisco  Company  (SFC),  headquartered  in San  Francisco,
California, and SFC's wholly owned subsidiary bank, First Bank, headquartered in
St. Louis County, Missouri.

  (2)    ACQUISITIONS, ACQUISITION AND INTEGRATION COSTS AND OTHER CORPORATE
         TRANSACTIONS

         On March 31, 2003,  First Banks  completed its  acquisition  of Bank of
Ste.  Genevieve,   Ste.  Genevieve,   Missouri,  from  Allegiant  Bancorp,  Inc.
(Allegiant) in exchange for  approximately  974,150  shares of Allegiant  common
stock that were previously  held by First Banks.  The purpose of the acquisition
was to further  expand the  Company's  Midwest  banking  franchise.  First Banks
continues to own  approximately  232,000 shares,  or approximately  1.52% of the
issued and  outstanding  shares of Allegiant  common  stock.  At the time of the
transaction,  Bank of Ste.  Genevieve had $115.1 million in total assets,  $42.9
million in loans, net of unearned discount,  $797,000 in investment  securities,
$93.7 million in deposits and operated two banking  locations.  The  transaction
was accounted for using the purchase method of accounting.  First Banks recorded
a gain of $6.3  million on the  exchange  of the common  stock and  goodwill  of
approximately  $2.1  million,  which is not  expected to be  deductible  for tax
purposes. The core deposit intangibles,  which are expected to be deductible for
tax purposes,  were  approximately $3.5 million and will be amortized over seven
years utilizing the straight-line method. Bank of Ste. Genevieve was merged with
and into  First  Bank.  Due to the  immaterial  effect  on  previously  reported
financial  information,  pro forma  disclosures  have not been presented for the
aforementioned transaction.

         On  March  31,  2003,  First  Banks  completed  the  merger  of its two
wholly-owned  bank  subsidiaries,  First Bank and First  Bank & Trust,  to allow
certain  administrative  and  operational  economies not available while the two
banks maintained separate charters.

         We accrue  certain costs  associated  with our  acquisitions  as of the
respective  consummation  dates.  Essentially  all of these accrued costs relate
either to adjustments to the staffing levels of the acquired  entities or to the
anticipated  termination of information  technology or item processing contracts
of the acquired entities prior to their stated contractual expiration dates. The
most significant costs that we incur relate to salary  continuation  agreements,
or other similar agreements, of executive management and certain other employees
of the  acquired  entities  that were in place prior to the  acquisition  dates.
These  agreements  provide for payments  over  various  time  periods  generally
ranging  from two to 15 years and are  triggered  as a result  of the  change in
control of the acquired entity.  Other severance benefits for employees that are
terminated in conjunction with the integration of the acquired entities into our
existing  operations are normally paid to the  recipients  within 90 days of the
respective  consummation  date.  The  balance of our accrued  severance  of $1.9
million   identified  in  the  following   table  is  comprised  of  contractual
obligations  under salary  continuation  agreements to 11  individuals  and have
remaining  terms  ranging  from six  months to  approximately  13 years.  As the
obligation  to  make  payments  under  these   agreements  are  accrued  at  the
consummation  dates,  such  payments do not have any impact on our  consolidated
statements of income.

         A  summary  of  the  cumulative   acquisition  and  integration   costs
attributable  to our  acquisitions,  which were  accrued as of the  consummation
dates of the respective  acquisitions,  is listed below.  These  acquisition and
integration  costs  are  reflected  in  accrued  and  other  liabilities  in our
consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


                                                                                        Information
                                                                   Severance          Technology Fees        Total
                                                                   ---------          ---------------        -----
                                                                            (dollars expressed in thousands)

<S>                                                                <C>                       <C>              <C>
Balance at December 31, 2002.....................................  $  2,351                  28               2,379
Six Months Ended June 30, 2003:
   Amounts accrued at acquisition date...........................       100                 350                 450
   Payments......................................................      (599)               (242)               (841)
                                                                   --------               -----              ------
Balance at June 30, 2003.........................................  $  1,852                 136               1,988
                                                                   ========               =====              ======
</TABLE>

         We also incur costs associated with our acquisitions  that are expensed
in our  consolidated  statements of income.  These costs relate  exclusively  to
additional costs incurred in conjunction with the data processing conversions of
the respective entities.

 (3)     INTANGIBLE ASSETS ASSOCIATED WITH THE PURCHASE OF SUBSIDIARIES, NET OF
         AMORTIZATION

         Intangible assets associated with the purchase of subsidiaries,  net of
amortization,  were comprised of the following at June 30, 2003 and December 31,
2002:
<TABLE>
<CAPTION>

                                                        June 30, 2003                December 31, 2002
                                                ----------------------------  ----------------------------
                                                   Gross                          Gross
                                                 Carrying       Accumulated     Carrying      Accumulated
                                                  Amount       Amortization      Amount      Amortization
                                                  ------       ------------      ------      ------------
                                                             (dollars expressed in thousands)

     Amortized intangible assets:
<S>                                              <C>               <C>            <C>              <C>
         Core deposit intangibles..............  $  17,391         (2,988)        13,871           (1,869)
         Goodwill associated with
           purchases of branch offices.........      2,210           (790)         2,210             (718)
                                                 ---------        -------        -------          -------
              Total............................  $  19,601         (3,778)        16,081           (2,587)
                                                 =========        =======        =======          =======

     Unamortized intangible assets:
         Goodwill associated with the
           purchase of subsidiaries............  $ 140,747                       138,620
                                                 =========                       =======
</TABLE>

         Amortization   of   intangibles   associated   with  the   purchase  of
subsidiaries  and branch offices was $658,000 and $1.2 million for the three and
six months ended June 30, 2003, respectively,  and $482,000 and $964,000 for the
comparable  periods in 2002.  Amortization  of intangibles  associated  with the
purchase of subsidiaries, including amortization of core deposit intangibles and
branch  purchases,  has been estimated  through 2008 in the following table, and
does not take into  consideration  any potential  future  acquisitions or branch
purchases.
<TABLE>
<CAPTION>

                                                                 (dollars expressed in thousands)

                  Year ending December 31:
<S>                   <C>                                                  <C>
                      2003 (1)...........................................  $  2,506
                      2004...............................................     2,632
                      2005...............................................     2,632
                      2006...............................................     2,632
                      2007...............................................     2,632
                      2008...............................................     2,632
                                                                           --------
                         Total...........................................  $ 15,666
                                                                           ========
                  ------------------------
                  (1)Includes $1.2 million of amortization for the six months ended June 30, 2003.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


         Changes in the carrying amount of goodwill for the three and six months
ended June 30, 2003 and 2002 were as follows:

                                                                           Three Months Ended         Six Months Ended
                                                                                June 30,                  June 30,
                                                                        ------------------------   ----------------------
                                                                          2003            2002       2003          2002
                                                                          ----            ----       ----          ----
                                                                                 (dollars expressed in thousands)

<S>                                                                     <C>             <C>        <C>           <C>
     Balance, beginning of period....................................   $ 141,102       128,670    140,112       115,860
     Goodwill acquired during period.................................          --            --      1,026        12,577
     Acquisition-related adjustments.................................       1,101          (838)     1,101          (569)
     Amortization - purchases of branch offices......................         (36)          (36)       (72)          (72)
                                                                        ---------      --------   --------      --------
     Balance, end of period..........................................   $ 142,167       127,796    142,167       127,796
                                                                        =========      ========   ========      ========
</TABLE>

(4)      MORTGAGE BANKING ACTIVITIES

         At June 30, 2003 and December 31, 2002,  First Banks serviced loans for
others  amounting to $1.28 billion and $1.29 billion,  respectively.  Borrowers'
escrow balances held by First Banks on such loans were $2.2 million and $517,000
at June 30, 2003 and December 31, 2002, respectively.  Mortgage servicing rights
are amortized in proportion to the related  estimated net servicing  income on a
basis that approximates the  disaggregated,  discounted basis over the estimated
lives of the related mortgages  considering the level of current and anticipated
repayments,   which  range  from  five  to  ten  years.   The  weighted  average
amortization  period of the  mortgage  servicing  rights is  approximately  five
years.

         Changes in mortgage  servicing  rights,  net of  amortization,  for the
periods indicated were as follows:
<TABLE>
<CAPTION>

                                                                           Three Months Ended         Six Months Ended
                                                                                June 30,                  June 30,
                                                                        -----------------------     --------------------
                                                                          2003          2002          2003         2002
                                                                          ----          ----          ----         ----
                                                                                 (dollars expressed in thousands)

<S>                                                                     <C>             <C>          <C>         <C>
           Balance, beginning of period................................ $ 15,678        11,746       14,882      10,125
           Originated mortgage servicing rights........................    2,521         1,522        4,494       3,960
           Amortization................................................   (1,220)         (914)      (2,397)     (1,731)
                                                                        --------       -------      -------     -------
           Balance, end of period...................................... $ 16,979        12,354       16,979      12,354
                                                                        ========       =======      =======     =======
</TABLE>

         The fair value of mortgage  servicing  rights was  approximately  $18.2
million  and $18.8  million at June 30, 2003 and 2002,  respectively,  and $17.2
million at December 31, 2002. The excess of the fair value of mortgage servicing
rights over the carrying value was  approximately  $1.2 million and $6.4 million
at June 30, 2003 and 2002, respectively,  and $2.3 million at December 31, 2002.
The  decline in the excess of the fair value of mortgage  servicing  rights over
the carrying value represents the declining  mortgage  interest rate environment
in 2002 that resulted in a significant increase in the number of mortgages being
prepaid or refinanced.  In addition,  the increased  prepayment  experience that
occurred as a result of the reduced mortgage  interest rate  environment  during
2002 resulted in a decline in the fair value of the remaining mortgage servicing
rights.  However, the decline in the fair value of the mortgage servicing rights
did not result in the fair value being reduced below the carrying  value at June
30, 2003.
<PAGE>

         Amortization of mortgage servicing rights, as it relates to the balance
at June  30,  2003 of $17.0  million,  has been  estimated  through  2008 in the
following table:

<TABLE>
<CAPTION>

                                                                 (dollars expressed in thousands)


                  Year ending December 31:

<S>                   <C>                                                  <C>
                      2003 (1)...........................................  $   2,489
                      2004...............................................      4,592
                      2005...............................................      4,248
                      2006...............................................      3,521
                      2007...............................................      1,845
                      2008...............................................        284
                                                                           ---------
                         Total...........................................  $  16,979
                                                                           =========
                  -----------------------------
                  (1) Excludes $2.4 million of amortization for the six months ended June 30, 2003.
</TABLE>

(5)      EARNINGS PER COMMON SHARE

         The following is a reconciliation of the numerators and denominators of
the basic and  diluted  earnings  per share (EPS)  computations  for the periods
indicated:
<TABLE>
<CAPTION>

                                                                               Income         Shares        Per Share
                                                                             (numerator)   (denominator)     Amount
                                                                             -----------   -------------     ------
                                                                           (dollars in thousands, except per share data)
     Three months ended June 30, 2003:
<S>                                                                          <C>               <C>         <C>
         Basic EPS - income available to common stockholders.............    $  14,568         23,661      $   615.70
         Effect of dilutive securities:
           Class A convertible preferred stock...........................          128            588           (9.66)
                                                                             ---------        -------      ----------
         Diluted EPS - income available to common stockholders...........    $  14,696         24,249      $   606.04
                                                                             =========        =======      ==========

     Three months ended June 30, 2002:
         Basic EPS - income available to common stockholders.............    $   9,236         23,661      $   390.35
         Effect of dilutive securities:
           Class A convertible preferred stock...........................          128            695           (5.87)
                                                                             ---------        -------      ----------
         Diluted EPS - income available to common stockholders...........    $   9,364         24,356      $   384.48
                                                                             =========        =======      ==========

     Six months ended June 30, 2003:
         Basic EPS - income available to common stockholders.............    $  33,403         23,661      $ 1,411.74
         Effect of dilutive securities:
           Class A convertible preferred stock...........................          321            600          (21.68)
                                                                             ---------        -------      ----------
         Diluted EPS - income available to common stockholders...........    $  33,724         24,261      $ 1,390.06
                                                                             =========        =======      ==========

     Six months ended June 30, 2002:
         Basic EPS - income available to common stockholders.............    $  17,040         23,661      $   720.18
         Effect of dilutive securities:
           Class A convertible preferred stock...........................          321            696           (7.43)
                                                                             ---------        -------      ----------
         Diluted EPS - income available to common stockholders...........    $  17,361         24,357      $   712.75
                                                                             =========        =======      ==========
</TABLE>
<PAGE>

(6)      TRANSACTIONS WITH RELATED PARTIES

         First Title Guarantee LLC (First Title), a corporation  established and
administered  by and for the benefit of First Banks' Chairman and members of his
immediate family, received approximately $138,000 and $251,000 for the three and
six months  ended June 30, 2003,  and $85,000 and  $168,000  for the  comparable
periods in 2002,  respectively,  in commissions for policies  purchased by First
Banks or customers of First Bank from unaffiliated,  third-party  insurors.  The
insurance  premiums  on which the  aforementioned  commissions  were earned were
competitively bid, and First Banks deems the commissions First Title earned from
unaffiliated  third-party  companies to be  comparable  to those that would have
been earned by an unaffiliated third-party agent.

         First Brokerage America,  L.L.C., a limited liability corporation which
is  indirectly  owned by First  Banks'  Chairman  and  members of his  immediate
family,  received  approximately $725,000 and $1.6 million for the three and six
months  ended June 30, 2003,  and  $978,000 and $1.7 million for the  comparable
periods in 2002,  respectively,  in commissions paid by unaffiliated third-party
companies.  The commissions received were primarily in connection with the sales
of  annuities,  securities  and other  insurance  products to customers of First
Bank.

         First Services,  L.P., a limited partnership  indirectly owned by First
Banks'  Chairman  and  members of his  immediate  family,  provides  information
technology  and various  related  services to First Banks,  Inc. and First Bank.
Fees paid under agreements with First Services, L.P. were $7.0 million and $13.7
million for the three and six months  ended June 30,  2003 and 2002.  During the
three months ended June 30, 2003 and 2002, First Services, L.P. paid First Banks
$1.0 and $975,000,  respectively,  and during the six months ended June 30, 2003
and 2002,  First Services,  L.P. paid First Banks $2.2 million and $1.9 million,
respectively,  in rental fees for the use of data processing and other equipment
owned by First Banks.

         During 2002, First Capital America,  Inc., a corporation owned by First
Banks' Chairman and members of his immediate family, received approximately $1.0
million of origination  and servicing fees  associated  with  commercial  leases
originated  and  serviced  for  First  Bank by the  employees  of First  Capital
America, Inc. Effective January 1, 2003, this relationship was discontinued.

         First  Bank  has had in the  past,  and may  have in the  future,  loan
transactions  in the  ordinary  course of business  with its  directors or their
affiliates.  These  loan  transactions  have been on the same  terms,  including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions with unaffiliated  persons and did not involve more than the normal
risk  of  collectibility  or  present  other  unfavorable  features.   Loans  to
directors,  their  affiliates and executive  officers of First Banks,  Inc. were
approximately  $16.3 million and $12.8 million at June 30, 2003 and December 31,
2002,  respectively.  First Bank does not extend  credit to its  officers  or to
officers  of First  Banks,  Inc.,  except for  extensions  of credit  secured by
mortgages  on  personal  residences,  loans to purchase  automobiles,  overdraft
protection lines and personal credit card accounts.

(7)      REGULATORY CAPITAL

         First Banks and its subsidiary  bank are subject to various  regulatory
capital  requirements  administered  by the federal and state banking  agencies.
Failure to meet minimum capital  requirements can initiate certain mandatory and
possibly  additional  discretionary  actions by regulators  that, if undertaken,
could have a direct material effect on First Banks' financial statements.  Under
capital adequacy  guidelines and the regulatory  framework for prompt corrective
action,  First  Banks  and  its  subsidiary  bank  must  meet  specific  capital
guidelines that involve quantitative measures of assets, liabilities and certain
off-balance-sheet  items as calculated  under regulatory  accounting  practices.
Capital amounts and classifications are also subject to qualitative judgments by
the regulators about components, risk weightings and other factors.
<PAGE>

         Quantitative  measures  established  by  regulation  to ensure  capital
adequacy require First Banks and its subsidiary bank to maintain minimum amounts
and  ratios of total and Tier I  capital  (as  defined  in the  regulations)  to
risk-weighted  assets,  and of Tier I  capital  to  average  assets.  Management
believes,  as of June 30, 2003,  First Banks and its  subsidiary  bank were each
well capitalized under the applicable regulations.

         As of June 30,  2003,  the most recent  notification  from First Banks'
primary  regulator  categorized  First  Banks  and its  subsidiary  bank as well
capitalized under the regulatory  framework for prompt corrective  action. To be
categorized  as well  capitalized,  First  Banks  and its  subsidiary  bank must
maintain minimum total risk-based,  Tier I risk-based and Tier I leverage ratios
as set forth in the table below.  At June 30, 2003 and December 31, 2002,  First
Banks' and its  subsidiary  bank's  required and actual  capital  ratios were as
follows:
<TABLE>
<CAPTION>


                                                                Actual                                   To Be Well
                                                       ------------------------                       Capitalized Under
                                                       June 30,    December 31,      For Capital      Prompt Corrective
                                                        2003           2002       Adequacy Purposes   Action Provisions
                                                        ----           ----       -----------------   -----------------

     Total capital (to risk-weighted assets):
<S>                                                      <C>           <C>               <C>                <C>
              First Banks.............................   10.11%        10.68%            8.0%               10.0%
              First Bank..............................   10.60%        10.75             8.0                10.0
              First Bank & Trust (1)..................      --         10.18             8.0                10.0

     Tier 1 capital (to risk-weighted assets):
              First Banks.............................    8.12          7.47             4.0                 6.0
              First Bank..............................    9.34          9.49             4.0                 6.0
              First Bank & Trust (1)..................      --          8.93             4.0                 6.0

     Tier 1 capital (to average assets):
              First Banks.............................    7.12          6.45             3.0                 5.0
              First Bank..............................    8.20          7.79             3.0                 5.0
              First Bank & Trust (1) .................      --          8.26             3.0                 5.0
     ---------------------------
     (1) First Bank & Trust was merged with and into First Bank on March 31, 2003.
</TABLE>

(8)      BUSINESS SEGMENT RESULTS

         First Banks'  business  segment is its subsidiary  bank. The reportable
business segment is consistent with the management structure of First Banks, the
subsidiary bank and the internal reporting system that monitors performance.

         Through its branch network,  First Bank provides  similar  products and
services in its defined  geographic  areas.  The products  and services  offered
include a broad range of commercial  and personal  deposit  products,  including
demand, savings, money market and time deposit accounts. In addition, First Bank
markets combined basic services for various customer groups,  including packaged
accounts for more affluent customers, and sweep accounts,  lock-box deposits and
cash management products for commercial  customers.  First Bank also offers both
consumer and  commercial  loans.  Consumer  lending  includes  residential  real
estate,  home  equity  and  installment  lending.  Commercial  lending  includes
commercial,  financial and  agricultural  loans,  real estate  construction  and
development  loans,  commercial real estate loans,  asset-based  loans and trade

<PAGE>

financing.  Other financial  services  include  mortgage  banking,  debit cards,
brokerage services, credit-related insurance, internet banking, automated teller
machines,  telephone banking,  safe deposit boxes and trust, private banking and
institutional  money management  services.  The revenues generated by First Bank
consist  primarily of interest  income,  generated  from the loan and investment
security  portfolios,  and service charges and fees,  generated from the deposit
products and services. The geographic areas include eastern Missouri,  Illinois,
southern  and northern  California  and Houston,  Dallas,  Irving,  McKinney and
Denton,  Texas.  The products  and  services are offered to customers  primarily
within First Bank's respective geographic areas.

         The business  segment results are consistent with First Banks' internal
reporting  system and, in all  material  respects,  with  accounting  principles
generally accepted in the United States of America and practices  predominant in
the banking industry.
<TABLE>
<CAPTION>

         The business segment results are summarized as follows:

                                                                            Corporate, Other
                                                                            and Intercompany
                                                  First Bank              Reclassifications (1)       Consolidated Totals
                                            -------------------------    -----------------------    ------------------------
                                             June 30,   December 31,     June 30,   December 31,    June 30,    December 31,
                                               2003       2002 (2)         2003         2002          2003          2002
                                               ----       --------         ----         ----          ----          ----
                                                                   (dollars expressed in thousands)

Balance sheet information:

<S>                                      <C>            <C>               <C>         <C>           <C>         <C>
Investment securities................... $  868,765     1,114,479         5,183       22,841        873,948     1,137,320
Loans, net of unearned discount.........  5,385,599     5,432,589            --           (1)     5,385,599     5,432,588
Goodwill................................    142,167       140,112            --           --        142,167       140,112
Total assets............................  7,099,926     7,357,155          (687)     (14,355)     7,099,239     7,342,800
Deposits................................  6,036,318     6,189,928       (21,532)     (17,108)     6,014,786     6,172,820
Note payable............................         --            --        34,500        7,000         34,500         7,000
Stockholders' equity....................    779,132       777,548      (240,615)    (258,507)       538,517       519,041
                                         ==========     =========      ========     ========      =========     =========

                                                                           Corporate, Other
                                                                           and Intercompany
                                                  First Bank             Reclassifications (1)        Consolidated Totals
                                                  ----------             ---------------------     -----------------------
                                              Three Months Ended          Three Months Ended          Three Months Ended
                                                   June 30,                    June 30,                    June 30,
                                            ----------------------      ----------------------     -----------------------
                                              2003        2002 (2)       2003           2002         2003            2002
                                              ----        ----           ----           ----         ----            ----

Income statement information:

Interest income......................... $   98,168       107,162           102          141         98,270       107,303
Interest expense........................     22,278        34,352         4,979        7,263         27,257        41,615
                                         ----------     ---------      --------     --------      ---------     ---------
     Net interest income................     75,890        72,810        (4,877)      (7,122)        71,013        65,688
Provision for loan losses...............     10,000        12,000            --           --         10,000        12,000
                                         ----------     ---------      --------     --------      ---------     ---------
     Net interest income after
       provision for loan losses........     65,890        60,810        (4,877)      (7,122)        61,013        53,688
Noninterest income......................     25,362        21,079            69         (550)        25,431        20,529
Noninterest expense.....................     62,497        58,585         1,554          635         64,051        59,220
                                         ----------     ---------      --------     --------      ---------     ---------
     Income before provision for
       income taxes and minority
       interest in income of
       subsidiary.......................     28,755        23,304        (6,362)      (8,307)        22,393        14,997
Provision for income taxes..............     10,410         8,087        (2,717)      (2,759)         7,693         5,328
                                         ----------     ---------      --------     --------      ---------     ---------
     Income before minority interest
       in income of subsidiary..........     18,345        15,217        (3,645)      (5,548)        14,700         9,669
Minority interest in income
       of subsidiary....................         --            --            --          301             --           301
                                         ----------     ---------      --------     --------      ---------     ---------
     Net income......................... $   18,345        15,217        (3,645)      (5,849)        14,700         9,368
                                         ==========     =========      ========     ========      =========     =========
<PAGE>

                                                                           Corporate, Other
                                                                           and Intercompany
                                                  First Bank             Reclassifications (1)       Consolidated Totals
                                          ------------------------      ----------------------     -----------------------
                                               Six Months Ended            Six Months Ended            Six Months Ended
                                                   June 30,                    June 30,                    June 30,
                                          ------------------------      ----------------------     -----------------------
                                              2003        2002 (2)        2003          2002         2003            2002
                                              ----        ----            ----          ----         ----            ----

Income statement information:

Interest income.......................... $ 197,696       213,770           181          145        197,877       213,915
Interest expense.........................    47,282        70,443        10,419       13,662         57,701        84,105
                                          ---------     ---------      --------     --------      ---------     ---------
     Net interest income.................   150,414       143,327       (10,238)     (13,517)       140,176       129,810
Provision for loan losses................    21,000        25,000            --           --         21,000        25,000
                                          ---------     ---------      --------     --------      ---------     ---------
     Net interest income after
       provision for loan losses.........   129,414       118,327       (10,238)     (13,517)       119,176       104,810
Noninterest income.......................    50,989        40,486         6,087       (1,122)        57,076        39,364
Noninterest expense......................   121,810       114,266         1,926        1,812        123,736       116,078
                                          ---------     ---------      --------     --------      ---------     ---------
     Income before provision for
       income taxes and
       minority interest in
       income of subsidiary..............    58,593        44,547        (6,077)     (16,451)        52,516        28,096
Provision for income taxes...............    20,893        15,555        (2,108)      (5,456)        18,785        10,099
                                          ---------     ---------      --------     --------      ---------     ---------
     Income before minority interest in
       income of subsidiary..............    37,700        28,992        (3,969)     (10,995)        33,731        17,997
Minority interest in income
       of subsidiary.....................        --            --            --          629             --           629
                                          ---------     ---------      --------     --------      ---------     ---------
     Net income.......................... $  37,700        28,992        (3,969)     (11,624)        33,731        17,368
                                          =========     =========      ========     ========      =========     =========

---------------------------
(1)  Corporate and other  includes  $5.0 million and $7.1 million of guaranteed preferred debentures expense for the three
     months ended June 30, 2003 and 2002, respectively. The applicable income tax benefit associated  with  the guaranteed
     preferred debentures expense  was $1.8 million  and $2.5 million  for  the three months ended June 30, 2003 and 2002,
     respectively. For the six months ended June 2003 and  2002,  corporate and  other  includes  $10.4 million  and $13.3
     million of guaranteed preferred debenture expense, respectively. The applicable income  tax  benefit associated  with
     the guaranteed preferred debentures expense was $3.6 million and $4.7 million for the six months ended  June 30, 2003
     and 2002, respectively. In addition, corporate and other includes holding company expenses.
(2)  First Bank & Trust was merged with and  into  First  Bank  on  March 31, 2003  as  further described in Note 2 to our
     accompanying consolidated financial statements.  Accordingly,  the  2002  amounts  have been restated to reflect this
     combination of entities under common control.
</TABLE>


(9)      GUARANTEED PREFERRED BENEFICIAL INTERESTS IN SUBORDINATED DEBENTURES

         On March 20, 2003,  First Bank Statutory  Trust (FBST),  a newly formed
Connecticut  statutory trust subsidiary of First Banks,  issued 25,000 shares of
8.10%  cumulative  trust  preferred  securities at $1,000 per share in a private
placement,  and issued 774 shares of common  securities to First Banks at $1,000
per share.  First  Banks owns all of the common  securities  of FBST.  The gross
proceeds of the offering  were used by FBST to purchase  $25.0  million of 8.10%
junior subordinated debentures from First Banks, maturing on March 20, 2033. The
maturity  date of the  subordinated  debentures  may be  shortened to a date not
earlier than March 20, 2008,  if certain  conditions  are met. The  subordinated
debentures  are the sole asset of FBST. In  connection  with the issuance of the
FBST preferred  securities,  First Banks made certain guarantees and commitments
that, in the aggregate,  constitute a full and unconditional  guarantee by First
Banks of the  obligations  of FBST under the FBST  preferred  securities.  First
Banks' proceeds from the issuance of the subordinated debentures to FBST, net of
offering  expenses,  were  $24.5  million.  Distributions  on  FBST's  preferred
securities are payable  quarterly in arrears,  beginning March 31, 2003, and are
included  in  interest  expense  in  the  consolidated   statements  of  income.
Distributions on FBST's preferred  securities were $528,000 and $592,000 for the
three and six months ended June 30, 2003, respectively.
<PAGE>

         On April 1, 2003,  First  Preferred  Capital Trust IV (First  Preferred
IV), a newly formed Delaware  business trust  subsidiary of First Banks,  issued
1.84 million shares of 8.15%  cumulative  trust preferred  securities at $25 per
share in an  underwritten  public  offering,  and issued 56,908 shares of common
securities  to  First  Banks at $25 per  share.  First  Banks  owns all of First
Preferred IV's common  securities.  The gross proceeds of the offering were used
by  First  Preferred  IV  to  purchase  approximately  $47.4  million  of  8.15%
subordinated  debentures  from  First  Banks,  maturing  on June 30,  2033.  The
maturity  date may be shortened  to a date not earlier  than June 30,  2008,  if
certain  conditions are met. The  subordinated  debentures are the sole asset of
First Preferred IV. In connection with the issuance of the preferred securities,
First Banks made certain  guarantees  and  commitments  that, in the  aggregate,
constitute a full and unconditional  guarantee by First Banks of the obligations
of First Preferred IV under the First Preferred IV preferred  securities.  First
Banks'  proceeds  from the  issuance  of the  subordinated  debentures  to First
Preferred IV, net of underwriting fees and offering expenses, were approximately
$44.2 million.  Distributions  on First Preferred IV's preferred  securities are
payable  quarterly in arrears,  beginning on June 30, 2003,  and are included in
interest  expense in the  consolidated  statements of income.  Distributions  on
First  Preferred IV's preferred  securities  were $956,000 for the three and six
months ended June 30, 2003.  First Banks utilized the entire net proceeds of the
offering to redeem $88.9 million of 9.25% trust preferred  securities  issued by
First  Preferred  Capital Trust in 1997. The remaining  funds  necessary for the
redemption were provided from available cash of approximately  $20.2 million and
the net  proceeds of $24.5  million  from FBST's  issuance of  additional  trust
preferred securities as described above.

         On June 30, 2003,  First Banks  completed its redemption in full of the
$47.2  million  of 8.50%  trust  preferred  securities  issued by First  America
Capital  Trust  (FACT) in 1998.  The funds  necessary  for the  redemption  were
provided from available cash of $12.7 million and an advance of $34.5 million on
First  Banks'  revolving  credit  line  with a group of  unaffiliated  financial
institutions.

(10)     CONTINGENT LIABILITIES

         In October  2000,  First Banks  entered  into two  continuing  guaranty
contracts.  For value  received,  and for the purpose of inducing a pension fund
and its  trustees  and a welfare  fund and its  trustees  (the Funds) to conduct
business with Missouri Valley Partners,  Inc. (MVP), First Bank's  institutional
investment  management  subsidiary,  First Banks irrevocably and unconditionally
guaranteed payment of and promised to pay to each of the Funds any amounts up to
the sum of  $5,000,000  to the extent MVP is liable to the Funds for a breach of
the Investment  Management Agreements (including the Investment Policy Statement
and  Investment  Guidelines),  by and  between  MVP and  the  Funds  and/or  any
violation of the Employee  Retirement  Income  Security Act by MVP  resulting in
liability  to  the  Funds.  The  guaranties  are  continuing  guaranties  of all
obligations  that may arise for  transactions  occurring prior to termination of
the Investment  Management  Agreements and are co-existent  with the term of the
Investment Management  Agreements.  The Investment Management Agreements have no
specified  term but may be  terminated  at any time upon  written  notice by the
Trustees or, at First  Banks'  option,  upon thirty days  written  notice to the

<PAGE>

Trustees. In the event of termination of the Investment  Management  Agreements,
such  termination  shall  have no effect on the  liability  of First  Banks with
respect to obligations  incurred  before such  termination.  The  obligations of
First Banks are joint and several  with those of MVP.  First Banks does not have
any recourse  provisions  that would enable it to recover from third parties any
amounts  paid  under the  contracts  nor does  First  Banks  hold any  assets as
collateral that, upon occurrence of a required payment under the contract, could
be  liquidated  to recover all or a portion of the  amount(s)  paid. At June 30,
2003 and  December 31,  2002,  First Banks had not recorded a liability  for the
obligations  associated  with these guaranty  contracts,  as the likelihood that
First Banks will be required to make payments under the contracts is remote.


(11)     SUBSEQUENT EVENT - NOTE PAYABLE

         On August 14, 2003,  First Banks  entered into a revolving  credit line
with a group of unaffiliated  financial  institutions  (Credit  Agreement).  The
Credit  Agreement,  dated August 14, 2003,  replaced a similar  revolving credit
agreement dated August 22, 2002. The Credit  Agreement  provides a $60.0 million
revolving credit line and a $20.0 million letter of credit facility. Interest is
payable on  outstanding  principal  loan  balances  at a floating  rate equal to
either the lender's prime rate or, at First Banks' option,  the London Interbank
Offering  Rate plus a margin  determined  by the  outstanding  loan balances and
First Banks' net income for the preceding  four calendar  quarters.  If the loan
balances  outstanding  under the revolving credit line are accruing at the prime
rate,  interest is paid  monthly.  If the loan  balances  outstanding  under the
revolving  credit  line are  accruing  at the London  Interbank  Offering  Rate,
interest is payable based on the one, two, three or six-month  London  Interbank
Offering  Rate,  as selected by First Banks.  Amounts may be borrowed  under the
Credit  Agreement  until  August  12,  2004,  at  which time the  principal  and
interest outstanding is due and payable.

         The Credit  Agreement  requires  maintenance of certain minimum capital
ratios for First Banks and its subsidiary  bank,  certain maximum  nonperforming
assets ratios for First Banks and its  subsidiary  bank and a minimum  return on
assets ratio for First Banks. In addition, it prohibits the payment of dividends
on First Banks'  common stock.  Loans under the Credit  Agreement are secured by
First Banks' ownership interest in the capital stock of its subsidiaries.


<PAGE>
      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

         The  discussion  set forth in  Management's  Discussion and Analysis of
Financial Condition and Results of Operations  contains certain  forward-looking
statements  with respect to our financial  condition,  results of operations and
business.  These  forward-looking  statements  are subject to certain  risks and
uncertainties,  not all of which can be predicted or  anticipated.  Factors that
may cause actual results to differ  materially  from those  contemplated  by the
forward-looking   statements   herein  include  market  conditions  as  well  as
conditions  affecting  the  banking  industry  generally  and  factors  having a
specific  impact on us,  including but not limited to:  fluctuations in interest
rates and in the economy, including the negative impact on the economy resulting
from the events of September 11, 2001 in New York City and  Washington  D.C. and
the national  response to those events as well as the threat of future terrorist
activities, existing and potential wars and/or military actions related thereto,
and domestic responses to terrorism or threats of terrorism;  the impact of laws
and regulations  applicable to us and changes therein;  the impact of accounting
pronouncements  applicable to us and changes therein;  competitive conditions in
the  markets in which we conduct  our  operations,  including  competition  from
banking and non-banking  companies with substantially greater resources than us,
some of which may offer and develop products and services not offered by us; our
ability to control  the  composition  of our loan  portfolio  without  adversely
affecting interest income; the credit risk associated with consumers who may not
repay loans;  the geographic  dispersion of our offices;  the impact our hedging
activities may have on our operating results;  the highly regulated  environment
in which we operate;  and our ability to respond to changes in technology.  With
regard to our efforts to grow  through  acquisitions,  factors that could affect
the accuracy or  completeness of  forward-looking  statements  contained  herein
include the competition of larger acquirers with greater resources; fluctuations
in the prices at which acquisition targets may be available for sale; the impact
of making  acquisitions  without  using our common  stock;  and  possible  asset
quality issues,  unknown  liabilities or integration  issues with the businesses
that we have  acquired.  We do not  have a duty to and  will  not  update  these
forward-looking statements.  Readers of our Form 10-Q should therefore not place
undue reliance on forward-looking statements.

                                     General

         We are a registered bank holding  company  incorporated in Missouri and
headquartered  in St.  Louis  County,  Missouri.  Through the  operation  of our
subsidiaries,  we offer a broad array of  financial  services  to  consumer  and
commercial  customers.  We operate  through  our wholly  owned  subsidiary  bank
holding  company,  The  San  Francisco  Company,  or SFC,  headquartered  in San
Francisco,  California,  and its  wholly  owned  subsidiary  bank,  First  Bank,
headquartered in St. Louis County,  Missouri.  First Bank currently operates 151
branch offices throughout California,  Illinois, Missouri and Texas. At June 30,
2003, we had total assets of $7.10 billion,  loans, net of unearned discount, of
$5.39 billion, total deposits of $6.01 billion and total stockholders' equity of
$538.5 million.

         Through our  subsidiary  bank, we offer a broad range of commercial and
personal deposit  products,  including  demand,  savings,  money market and time
deposit  accounts.  In addition,  we market  combined basic services for various
customer groups,  including packaged accounts for more affluent  customers,  and
sweep accounts,  lock-box  deposits and cash management  products for commercial
customers.  We also offer both consumer and commercial  loans.  Consumer lending
includes   residential  real  estate,  home  equity  and  installment   lending.
Commercial lending includes  commercial,  financial and agricultural loans, real
estate  construction  and  development  loans,  commercial  real  estate  loans,
asset-based loans and trade financing. Other financial services include mortgage
banking, debit cards,  brokerage services,  credit-related  insurance,  internet
banking,  automated teller machines,  telephone banking,  safe deposit boxes and
trust, private banking and institutional money management services.

         Primary  responsibility  for managing our subsidiary banking unit rests
with its  officers  and  directors.  However,  in keeping  with our  policy,  we
centralize overall corporate policies,  procedures and administrative  functions
and provide operational support functions for our subsidiary bank. This practice
allows  us  to  achieve  various  operating   efficiencies  while  allowing  our
subsidiary bank officers and directors to focus on customer service.
<PAGE>

                               Financial Condition

         Our total assets were $7.10  billion and $7.34 billion at June 30, 2003
and December 31, 2002,  respectively.  The decrease in total assets is primarily
attributable  to  weak  loan  demand  and  an  anticipated  level  of  attrition
associated  with low deposit  rates  offset by the  acquisition  of Bank of Ste.
Genevieve on March 31, 2003,  which provided assets of $115.1  million.  Federal
funds sold  increased by $108.2  million due to the  investment  of excess funds
resulting  from reduced loan demand and  maturities  of  investment  securities.
Investment  securities  decreased  $263.4  million to $873.9 million at June 30,
2003 from $1.14 million at December 31, 2002  primarily due to $603.4 million of
maturities   of   investment   securities,    $120.8   million   of   sales   of
available-for-sales  investment  securities  and $17.9  million  relating to the
exchange of Allegiant  Bancorp,  Inc. common stock for a 100% ownership interest
in Bank of Ste.  Genevieve,  offset by purchases  of  investment  securities  of
$324.5 million and $797,000 in investment  securities acquired with Bank of Ste.
Genevieve. The net proceeds associated with the decline in investment securities
were  utilized  primarily  to fund our  reduction  in total  deposits as further
discussed  below.  The decrease in our assets also reflects a decrease in loans,
net of unearned  discount,  of $47.0 million,  which is further  discussed under
"--Loans and Allowance for Loan Losses." Our  derivative  financial  instruments
declined to $88.2 million from $97.9 million,  consistent  with a decline in the
fair value of certain derivative  financial  instruments and the call of a $46.0
million  interest  rate  swap  agreement  by  the  counterparty,  offset  by two
additional  interest  rate swap  agreements  aggregating  $71.0  million that we
entered  into  in  2003  as  further   discussed  under  "--Interest  Rate  Risk
Management." In addition,  other assets increased $11.2 million to $69.5 million
at June 30,  2003 from  $58.3  million  at  December  31,  2002.  This  increase
primarily  results  from a $7.5  million  net  increase  in other real estate as
further  discussed  under  "--Loans and  Allowance  for Loan Losses," and a $2.1
million increase in mortgage servicing rights.

         Total deposits decreased by $158.0 million to $6.01 billion at June 30,
2003 from $6.17 billion at December 31, 2002. The decrease primarily reflects an
anticipated  level of attrition  associated with low deposit rates and continued
aggressive  competition  within our market areas offset by the $93.7  million in
deposits acquired from Bank of Ste. Genevieve.  Short-term  borrowings decreased
$68.2 million to $197.4 million at June 30, 2003 from $265.6 million at December
31, 2002,  primarily due to a $55.0 million reduction in federal funds purchased
and a $11.6 million reduction in securities sold under agreements to repurchase.
Our note payable was fully repaid in February  2003 through  dividends  from our
subsidiaries.  However, on June 30, 2003, we obtained a $34.5 million advance to
partially  fund the redemption of $46.0 million of trust  preferred  securities.
Guaranteed preferred  beneficial interests in subordinated  debentures decreased
$59.3 million primarily due to the redemtion of $86.3 million of trust preferred
securities  issued by First  Preferred  Capital Trust and $46.0 million of trust
preferred securities issued by First America Capital Trust,  partially offset by
the additional trust preferred  securities  issued by First Bank Statutory Trust
on March 20, 2003 and First Preferred Capital Trust IV on April 1, 2003, as more
fully  described in Note 9 to our  consolidated  financial  statements and under
"--Interest  Rate Risk  Management."  Furthermore,  accrued  expenses  and other
liabilities increased $7.5 million to $42.8 million at June 30, 2003 compared to
$35.3 million at December 31, 2002. The increase  primarily reflects an increase
in accrued real estate and income  taxes and lease  termination  obligations  as
well as the timing of certain payments.  Accumulated other comprehensive  income
decreased  $14.0 million to $46.5 million at June 30, 2003 from $60.5 million at
December 31, 2002 due to $6.3 million  associated  with the change in unrealized
gains  on  available-for-sale  investment  securities  as  accounted  for  under
Statement of Financial  Accounting  Standards,  or SFAS, No. 115,  including the
$6.3 million reversal of the unrealized gain attributable to the exchange of the
Allegiant  common  stock,  and  $7.6  million  associated  with  our  derivative
financial instruments as accounted for under SFAS No. 133.
<PAGE>

                              Results of Operations

Net Income

         Net income was $14.7  million  and $33.7  million for the three and six
months  ended June 30,  2003,  respectively,  compared to $9.4 million and $17.4
million for the comparable periods in 2002. Results for the three and six months
ended June 30, 2003 reflect  increased net interest income,  noninterest  income
and slightly  reduced  provisions  for loan losses,  offset by higher  operating
expenses.  Included  in the first  quarter  of 2003 was a gain of $6.3  million,
before related income taxes,  relating to the partial exchange of our investment
in  Allegiant  Bancorp,  Inc.  for a 100%  ownership  interest  in  Bank of Ste.
Genevieve  as  further  described  in  Note  2  to  our  consolidated  financial
statements.  The increase in earnings in 2003 reflects our adaptation to the low
interest rate  environment  and weak  economic  conditions  that have  prevailed
during the last two years.  During this time, we have focused on increasing  our
net interest  margin,  improving  asset  quality and further  strengthening  our
overall financial position.  Throughout 2002, we experienced  higher-than-normal
loan  charge-offs,  loan  delinquencies  and  nonperforming  loans  that  led to
increased  provisions  for loan losses,  thereby  reducing net income.  While we
believe we were successful in addressing the asset quality problems during 2002,
we are  continuing  to closely  monitor  our  operations  to address the ongoing
challenges posed by the current  economic  environment,  including  reduced loan
demand and lower prevailing interest rates. We experienced  continuing growth of
net interest income primarily resulting from reduced deposit rates, the earnings
on our interest rate swap  agreements  that we entered into in conjunction  with
our interest  rate risk  management  program and a reduction in our  outstanding
trust preferred securities. In addition, earning assets increased as a result of
our acquisitions of Bank of Ste.  Genevieve in March 2003, which provided assets
of $115.1 million and Plains Financial Corporation in January 2002 and two Texas
branch purchases in June 2002, which provided assets of $256.3 million and $63.7
million, respectively.  However, prevailing low interest rates, generally weaker
loan demand and overall  economic  conditions  continue to exert pressure on our
net interest income.

         Noninterest  income was $25.4  million and $57.1  million for the three
and six months ended June 30, 2003, respectively, in comparison to $20.5 million
and  $39.4  million  for  the  comparable  periods  in  2002.  The  increase  in
noninterest  income is  primarily  due to a $6.3 million gain on the exchange of
common stock of Allegiant Bancorp, Inc. held by us for a 100% ownership interest
in Bank of Ste.  Genevieve,  as further  described in Note 2 to our consolidated
financial  statements.  The increase also reflects  increased  gains on mortgage
loans sold and held for sale,  resulting  from  growth of our  mortgage  banking
activities as well as high volumes of new originations and refinancings  related
to continued reductions in mortgage loan rates, and increased service charges on
deposit accounts and customer service fees.

         Operating  expenses were $64.1 million and $123.7 million for the three
and six months ended June 30, 2003, respectively,  compared to $59.2 million and
$116.1  million for the  comparable  periods in 2002.  The  increased  operating
expenses in 2003 primarily  result from increased  salaries and employee benefit
expenses  associated with  acquisitions and staff  realignments  surrounding our
core business strategies and write-downs on operating leases associated with our
commercial leasing business.  These higher operating expenses,  exclusive of the
operating leases, are reflective of recently completed  acquisitions and ongoing
investments made in conjunction with the execution of our overall business plan.
<PAGE>

Net Interest Income

         Net interest income  (expressed on a tax equivalent basis) increased to
$71.4 million, or 4.44% of average interest-earning assets, for the three months
ended June 30, 2003,  from $66.1 million,  or 4.24% of average  interest-earning
assets,  for the  comparable  period in 2002.  For the six months ended June 30,
2003 and 2002, net interest  income  (expressed on a tax  equivalent  basis) was
$140.9 million, or 4.40% of average interest-earning assets, and $130.5 million,
or 4.22%  of  average  interest-earning  assets,  respectively.  We  credit  the
increased net interest income  primarily to reduced  deposit rates,  earnings on
our interest rate swap agreements  that we entered into in conjunction  with our
interest rate risk management program,  which mitigate the effects of decreasing
interest  rates,  and a $61.3  million net  reduction in our  outstanding  trust
preferred   securities.   As  further  discussed  under  "--Interest  Rate  Risk
Management,"  our derivative  financial  instruments  used to hedge our interest
rate risk contributed $15.8 million and $30.8 million to net interest income for
the three and six months  ended June 30, 2003,  respectively,  compared to $12.6
million  and $23.8  million for the  comparable  periods in 2002.  In  addition,
during  the second  quarter of 2003,  we  redeemed  $132.3  million of our trust
preferred  securities  that had been issued  during 1997 and 1998. As more fully
described in Note 9 to our  consolidated  financial  statements,  in March 2003,
First Bank Statutory Trust issued $25.0 million of trust preferred securities in
a private  placement and in April 2003, First Preferred  Capital Trust IV issued
$46.0 million of trust preferred  securities in an underwritten public offering.
These  transactions,  coupled with the use of  additional  derivative  financial
instruments,  have allowed us to reduce our overall expense  associated with the
utilization  of  trust  preferred  securities,  thereby  improving  our  overall
financial  performance;  however,  prevailing low interest rates, generally weak
loan demand and overall  economic  conditions  continue to exert pressure on our
net interest margin.

         Average loans, net of unearned  discount,  were $5.39 billion and $5.38
billion for the three and six months ended June 30, 2003, respectively, compared
to  $5.39  billion  and  $5.44  billion  for the  comparable  periods  in  2002.
Additionally,  the yield on our loan portfolio  decreased to 6.68% and 6.77% for
the three and six months  ended June 30, 2003,  respectively,  compared to 7.36%
and 7.34% for the  comparable  periods in 2002.  We attribute the decline in the
average balance and yields primarily to general economic conditions resulting in
continued  weak loan demand and lower  prevailing  interest  rates.  The reduced
level of interest  income earned on our loan  portfolio as a result of declining
interest rates and increased  competition  within our market areas was partially
mitigated by the earnings associated with our interest rate swap agreements.

         For the  three  and six  months  ended  June 30,  2003,  the  aggregate
weighted  average  rate paid on our  deposit  portfolio  decreased  to 1.72% and
1.81%,  respectively,  compared to 2.71% and 2.80% for the comparable periods in
2002.  We attribute the decline in rates paid for the three and six months ended
June 30, 2003 primarily to rates paid on savings and time  deposits,  which have
continued to decline in conjunction with the interest rate reductions previously
discussed.  The decline also reflects our continued  efforts to restructure  the
composition  of our deposit  base as the  majority  of our  deposit  development
programs are directed toward increased transaction accounts,  such as demand and
savings accounts,  rather than time deposits, and emphasize attracting more than
one account relationship with customers.
<PAGE>

         The aggregate weighted average rate paid on our note payable was 52.36%
and  17.44%  for the three and six months  ended  June 30,  2003,  respectively,
compared to 3.65% and 3.24% for the comparable  periods in 2002. The increase in
the weighted  average rate paid for the three and six months ended June 30, 2003
primarily  reflects  increased  commitment,  arrangement  and other fees paid to
amend our secured credit agreement. Due to the small average balance outstanding
on our note payable  during the three and six months  ended June 30,  2003,  the
timing of the recognition of these fees results in a  disproportionate  weighted
average rate paid for the periods. At December 31, 2002, our note payable had an
outstanding balance of $7.0 million,  which was fully repaid from available cash
in February 2003. On June 30, 2003, we obtained a $34.5 million  advance to fund
the redemption of our trust preferred securities issued by First America Capital
Trust in 1998,  as further  described  in Note 9 to our  consolidated  financial
statements.  Amounts  outstanding  under our $45.0 million line of credit with a
group of unaffiliated  financial  institutions  bear interest at the lead bank's
corporate  base rate or, at our option,  at the London  Interbank  Offering Rate
plus a margin determined by the outstanding balance and our profitability. Thus,
our revolving  credit line represents a relatively  high-cost  funding source as
increased  advances have the effect of increasing  the weighted  average rate of
non-deposit  liabilities.  The overall cost of this funding source, however, has
been significantly  mitigated by the reductions in the prime lending rate and in
the outstanding balance of our note payable. The aggregate weighted average rate
paid on our  short-term  borrowings  also  declined for the three and six months
ended June 30, 2003, as compared to the comparable  periods in 2002,  reflecting
the current interest rate environment.

         Guaranteed  preferred  debentures  expense  was $5.0  million and $10.4
million for the three and six months ended June 30, 2003, respectively, compared
to $7.1  million  and $13.3  million  for the  comparable  periods  in 2002.  As
previously  discussed and as more fully described in Note 9 to our  consolidated
financial statements, the decrease for 2003 primarily reflects the redemption of
$132.3 million of outstanding trust preferred securities,  the issuance of $71.0
million of trust  preferred  securities  at lower  interest  rates and  earnings
associated with our interest rate swap  agreements  entered into in May and June
of 2002 and in March and April of 2003 as further  discussed  under  "--Interest
Rate  Risk  Management."  The  aggregate  weighted  average  rate  paid  on  our
guaranteed  preferred  debentures  declined to 6.99% and 7.46% for the three and
six months  ended June 30,  2003,  respectively,  from 11.01% and 10.85% for the
comparable periods in 2002.
<PAGE>
         The following  table sets forth,  on a  tax-equivalent  basis,  certain
information  relating to First Banks' average balance  sheets,  and reflects the
average  yield  earned  on   interest-earning   assets,   the  average  cost  of
interest-bearing liabilities and the resulting net interest income for the three
and six months ended June 30, 2003 and 2002:
<TABLE>
<CAPTION>
                                             Three Months Ended June 30,                        Six Months Ended June 30,
                                 --------------------------------------------------  -----------------------------------------------
                                             2003                     2002                     2003                    2002
                                 -------------------------   ----------------------  ----------------------  -----------------------
                                            Interest                 Interest                Interest                Interest
                                   Average  Income/ Yield/  Average  Income/ Yield/ Average  Income/ Yield/  Average Income/ Yield/
                                   Balance  Expense  Rate   Balance  Expense  Rate  Balance  Expense  Rate   Balance Expense  Rate
                                   -------  ------- ------  -------  ------- ------ -------  ------- ------  ------- ------- ------
                                                                         (dollars expressed in thousands)

             Assets
             ------

Interest-earning assets:
<S>                           <C>        <C>     <C>   <C>         <C>     <C>   <C>        <C>      <C>   <C>        <C>      <C>
  Loans (1)(2)(3)(4)......... $5,394,650 89,802  6.68% $5,391,165  98,916  7.36% $5,377,314 180,540  6.77% $5,443,106 198,038  7.34%
  Investment securities (4)..    941,811  8,523  3.63     701,470   8,127  4.65     951,131  17,314  3.67     679,733  15,644  4.64
  Federal funds sold
    and other................    111,365    312  1.12     156,675     653  1.67     127,416     754  1.19     115,364     942  1.65
                              ---------- ------        ---------- -------        ---------- -------        ---------- -------
       Total interest-
         earning assets......  6,447,826 98,637  6.14   6,249,310 107,696  6.91   6,455,861 198,608  6.20   6,238,203 214,624  6.94
                                         ------                   -------                   -------                   -------
Nonearning assets............    712,762                  663,241                   717,565                   667,649
                              ----------               ----------                ----------                ----------
       Total assets.......... $7,160,588               $6,912,551                $7,173,426                $6,905,852
                              ==========               ==========                ==========                ==========

        Liabilities and
        ---------------
      Stockholders' Equity
      --------------------

Interest-bearing liabilities:
  Interest-bearing deposits:
    Interest-bearing demand
      deposits............... $  866,540  1,478  0.68% $  731,513   2,281  1.25% $  853,487   3,151  0.74% $  695,901   3,953  1.15%
    Savings deposits.........  2,115,298  5,785  1.10   1,928,691   9,265  1.93   2,141,369  12,571  1.18   1,921,210  18,434  1.93
    Time deposits of $100
      or more (3)............    418,893  3,336  3.19     497,267   4,889  3.94     438,131   7,021  3.23     501,252  10,179  4.10
    Other time deposits (3)..  1,654,476 11,088  2.69   1,794,830  16,970  3.79   1,672,850  23,282  2.81   1,812,161  35,851  3.99
                              ---------- ------        ---------- -------        ---------- -------        ---------- -------
       Total interest-
         bearing deposits....  5,055,207 21,687  1.72   4,952,301  33,405  2.71   5,105,837  46,025  1.81   4,930,524  68,417  2.80
  Short-term borrowings......    173,068    519  1.20     191,568     912  1.91     177,247   1,121  1.28     183,718   1,829  2.01
  Notes payable..............        383     50 52.36      19,911     181  3.65       2,151     186 17.44      32,987     530  3.24
  Guaranteed preferred
      debentures (3).........    286,927  5,001  6.99     259,233   7,117 11.01     280,196  10,369  7.46     247,657  13,329 10.85
                              ---------- ------        ---------- -------        ---------- -------        ---------- -------
       Total interest-
         bearing
         liabilities.........  5,515,585 27,257  1.98   5,423,013  41,615  3.08   5,565,431  57,701  2.09   5,394,886  84,105  3.14
                                         ------                   -------                   -------                   -------
Noninterest-bearing
  liabilities:
  Demand deposits............    994,395                  898,862                   960,771                   918,829
  Other liabilities..........    116,262                  130,394                   116,528                   136,610
                              ----------               ----------                ----------                ----------
       Total liabilities.....  6,626,242                6,452,269                 6,642,730                 6,450,325
Stockholders' equity.........    534,346                  460,282                   530,696                   455,527
                              ----------               ----------                ----------                ----------
       Total liabilities
         and stockholders'
         equity.............. $7,160,588               $6,912,551                $7,173,426                $6,905,852
                              ==========               ==========                ==========                ==========

Net interest income..........            71,380                    66,081                   140,907                   130,519
                                         ======                   =======                   =======                   =======
Interest rate spread.........                    4.16                      3.83                      4.11                      3.80
Net interest margin (5)......                    4.44%                     4.24%                     4.40%                     4.22%
                                                =====                     =====                     =====                     =====
--------------------
(1)  For purposes of these computations, nonaccrual loans are included in the average loan amounts.
(2)  Interest income on loans includes loan fees.
(3)  Interest income and interest expense include the effects of interest rate swap agreements.
(4)  Information  is presented on a tax-equivalent basis assuming a tax rate of 35%. The tax-equivalent adjustments were
     approximately $368,000 and $731,000 for the three and six months ended June 30, 2003, and $393,000 and $709,000 for
     the comparable periods in 2002, respectively.
(5)  Net interest margin is the ratio of net interest income  (expressed on a tax-equivalent basis) to average interest-
     earning assets.
</TABLE>


<PAGE>


Provision for Loan Losses

         The  provision  for loan losses was $10.0 million and $21.0 million for
the three and six months  ended June 30, 2003,  respectively,  compared to $12.0
million and $25.0 million for the comparable periods in 2002.  Beginning in late
2001,  we  experienced  a  higher  level  of  problem  loans  and  related  loan
charge-offs and past due loans resulting from the economic conditions within our
markets,  additional  problems  identified in two acquired loan  portfolios  and
continuing  deterioration  in the  portfolio of leases to the airline  industry,
necessitating a higher provision for loan losses than in prior periods. Net loan
charge-offs  were $10.8  million and $13.3  million for the three and six months
ended June 30, 2003,  respectively,  compared to $7.9 million and $19.7  million
for the  comparable  periods in 2002.  Net loan  charge-offs  for the six months
ended June 30, 2003 include  charge-offs  of $10.4 million  associated  with our
commercial  leasing  portfolio and were primarily  concentrated in two equipment
leases aggregating $7.0 million. Nonperforming assets at June 30, 2003 increased
slightly to $83.2  million  from $82.8  million at  December  31, 2002 and $77.1
million  at June 30,  2002.  In  recognition  of this  and  other  factors,  our
allowance for loan losses increased to $107.8 million at June 30, 2003, compared
to $99.4  million at  December  31,  2002 and $103.8  million at June 30,  2002.
Management expects  nonperforming assets to remain at the higher levels recently
experienced and considers these trends in its overall assessment of the adequacy
of the allowance for loan losses.

         Tables summarizing  nonperforming assets, past due loans and charge-off
and recovery  experience  are  presented  under  "--Loans and Allowance for Loan
Losses."

Noninterest Income

         Noninterest  income was $25.4  million and $57.1  million for the three
and six months ended June 30, 2003, respectively, in comparison to $20.5 million
and  $39.4  million  for the  comparable  periods  in 2002.  Noninterest  income
consists  primarily of service charges on deposit  accounts and customer service
fees,  mortgage-banking  revenues,  net  gain  on  sales  of  available-for-sale
investment  securities,  bank owned life insurance  investment  income and other
income.

         Service charges on deposit accounts and customer service fees were $9.0
million  and $17.6  million  for the three and six months  ended June 30,  2003,
respectively, in comparison to $7.0 million and $13.5 million for the comparable
periods in 2002.  We  attribute  the  increase in service  charges and  customer
service fees to:

         >>    our acquisitions completed during 2002 and 2003;

         >>    additional products and services available and utilized by retail
               and commercial customers;

         >>    increased fee income resulting from revisions of customer service
               charge rates, effective July 1, 2002, and enhanced control of fee
               waivers; and

         >>    increased  income   associated   with  automated  teller  machine
               services and debit cards.

         The gain on mortgage loans sold and held for sale was $10.1 million and
$20.7 million for the three and six months ended June 30, 2003, respectively, in
comparison to $7.3 million and $12.5 million for the comparable periods in 2002.
The increase  reflects  continued growth of our mortgage  banking  activities as
well as further  reductions in mortgage loan rates,  resulting in continued high
volumes of new originations and refinancings.

         During  the three  months  ended  March 31,  2003,  we  recorded a $6.3
million gain on the exchange of 974,150 shares of our Allegiant common stock for
a 100% ownership interest in Bank of Ste. Genevieve as further discussed in Note
2 to our consolidated financial statements.

         The net gain on  derivative  instruments  was $419,000 and $426,000 for
the three and six months  ended June 30, 2003,  respectively,  compared to a net
gain of  $90,000  for the three  months  ended  June 30,  2002 and a net loss of
$249,000 for the six months ended June 30, 2002,  reflecting changes in the fair
value of our interest rate cap agreements and fair value hedges.

         Other  income was $4.2  million and $9.0  million for the three and six
months  ended June 30, 2003,  respectively,  in  comparison  to $4.6 million and
$10.8 million for the comparable  periods in 2002. The primary components of the
decrease in 2003 were:
<PAGE>
         >>    a decline of  approximately  $1.0 million in loan  servicing fees
               that is  primarily  attributable  to  increased  amortization  of
               mortgage   servicing  rights  and  a  higher  level  of  interest
               shortfall, which  equals  the  difference  between  the  interest
               collected from a loan-servicing customer  upon  prepayment of the
               loan  and a full month's interest that is required to be remitted
               to the security owner;

         >>    an increase of  approximately  $664,000 in net losses  associated
               with the sale of repossessed assets, primarily related to leasing
               equipment associated with our commercial leasing business;

         >>    a gain of  approximately  $448,000  recorded in March 2002 on the
               sale  of  certain  operating  lease  equipment   associated  with
               equipment leasing activities that we acquired in conjunction with
               our acquisition of Bank of San Francisco in December 2000;

         >>    a  decline  of  approximately   $215,000  in  brokerage   revenue
               primarily  associated with overall market conditions and customer
               demand;

         >>    a decline of approximately  $128,000 in rental income  associated
               with our reduced commercial leasing activities;  partially offset
               by

         >>    increased rental fees from First Services,  L.P. of approximately
               $344,000 for the use of data processing and other equipment owned
               by First Banks;

         >>    increased  portfolio   management  fee  income  of  approximately
               $230,000  associated  with  our  Institutional  Money  Management
               division;

         >>    increased  earnings  associated  with our  international  banking
               products; and

         >>    our acquisitions completed during 2002.

Noninterest Expense

         Noninterest  expense was $64.1 million and $123.7 million for the three
and six months ended June 30, 2003, respectively, in comparison to $59.2 million
and $116.1 million for the comparable periods in 2002. The increase reflects the
noninterest expense of our acquisitions completed during 2002 as well as general
increases in salaries and employee benefit expenses, occupancy and furniture and
equipment expenses,  legal, examination and professional fees and other expense,
offset by declines in advertising and business  development  and  communications
expenses.

         Salaries and employee benefits were $31.5 million and $60.9 million for
the three and six months ended June 30, 2003,  respectively,  in  comparison  to
$28.9 million and $56.2 million for the comparable periods in 2002. We primarily
associate  the increase with our  acquisitions,  increased  commissions  paid to
mortgage  loan  originators  due to  continued  higher loan  volumes,  and staff
realignments  surrounding our core business  strategies.  However,  the increase
also reflects generally higher salary and employee benefit costs associated with
employing and retaining qualified personnel.

         Occupancy,  net of rental income,  and furniture and equipment  expense
totaled  $10.1 million and $19.6 million for the three and six months ended June
30, 2003, respectively,  in comparison to $9.4 million and $18.2 million for the
comparable  periods in 2002.  The  increases  in these  expenses  are  primarily
attributable  to  our  acquisitions,   technology  expenditures  for  equipment,
continued expansion and renovation of various corporate and branch offices,  the
relocation of certain  branches and operational  areas,  increased  depreciation
expense   associated  with  capital   expenditures  and  a  $1.0  million  lease
termination obligation associated with the relocation of our San Francisco-based
loan administration department to southern California.

         Information technology fees were $8.4 million and $16.4 million for the
three and six months ended June 30, 2003,  respectively,  in  comparison to $8.5
million and $16.6  million  for the  comparable  periods in 2002.  As more fully
described in Note 6 to our consolidated  financial  statements,  First Services,
L.P.  provides  information  technology and operational  support services to our
subsidiaries  and us. We  attribute  the  overall  decline  in fees to  expenses
associated with the data processing conversions of our acquisitions completed in
2002,  offset by  growth  and  technological  advancements  consistent  with our
product and service offerings, continued expansion and upgrades to technological
equipment, networks and communication channels.
<PAGE>

         Legal,  examination  and  professional  fees were $2.2 million and $3.8
million  for the three and six months  ended  June 30,  2003,  respectively,  in
comparison to $2.1 million and $3.6 million for the comparable  periods in 2002.
We primarily  attribute the increase in these fees to the continued expansion of
overall  corporate  activities,  the ongoing  professional  services utilized by
certain of our  acquired  entities  and  increased  legal fees  associated  with
commercial loan documentation, collection efforts, expanded corporate activities
and certain defense litigation particularly related to acquired entities.

         Amortization   of   intangibles   associated   with  the   purchase  of
subsidiaries  was  $658,000  and $1.2 million for the three and six months ended
June 30,  2003,  respectively,  in  comparison  to $482,000 and $964,000 for the
comparable periods in 2002. The increase is solely  attributable to core deposit
intangibles associated with our 2002 acquisitions.

         Communications and advertising and business  development  expenses have
decreased  to $1.6  million and $3.5  million for the three and six months ended
June  30,  2003,  respectively,  from  $2.4  million  and $4.7  million  for the
comparable  periods in 2002. We attribute the decline in these  expenditures  to
our efforts to reduce these expenditures through renegotiation of contracts with
new and existing vendors,  reductions in the level of advertising  campaigns and
ongoing cost containment efforts.

         Other  expense was $8.4 million and $15.8 million for the three and six
months  ended June 30, 2003,  respectively,  in  comparison  to $6.1 million and
$13.1 million for the  comparable  periods in 2002.  Other  expense  encompasses
numerous  general  and  administrative  expenses  including  travel,  meals  and
entertainment,  insurance,  freight and  courier  services,  correspondent  bank
charges,  miscellaneous  losses and recoveries,  memberships and  subscriptions,
transfer  agent fees and sales taxes.  We attribute the majority of the increase
in other expense in 2003 to:

         >>    increased other real estate  expenditures of  approximately  $1.3
               million, including gains and losses on sales of other real estate
               properties.  The  majority of these  increased  expenditures  are
               associated with the operation of a residential  and  recreational
               development  property transferred to other real estate in January
               2003;

         >>    increased  write-downs of  approximately  $2.4 million on various
               operating leases associated with our commercial leasing business,
               which were primarily a result of reductions in estimated residual
               values;

         >>    expenses  associated with our acquisitions  completed during 2002
               and 2003; and

         >>    continued growth and expansion of our banking  franchise;  offset
               by

         >>    reductions in various  expense  categories,  primarily  including
               travel,  meals and  entertainment,  director's fees, and transfer
               agent fees, associated with economies achieved from completion of
               our buyout of the minority interest in First Banks America,  Inc.
               on  December  31,  2002,  resulting  in  the  elimination  of our
               public-company subsidiary.

Provision for Income Taxes

         The  provision  for income taxes was $7.7 million and $18.8 million for
the three and six months ended June 30, 2003,  representing an effective  income
tax rate of 34.4% and 35.8%,  respectively,  in  comparison  to $5.3 million and
$10.1 million,  representing an effective income tax rate of 35.5% and 35.9% for
the comparable periods in 2002.
<PAGE>

                          Interest Rate Risk Management

         We utilize derivative financial instruments to assist in our management
of interest rate  sensitivity  by modifying the  repricing,  maturity and option
characteristics of certain assets and liabilities. The derivative instruments we
hold are summarized as follows:
<TABLE>
<CAPTION>

                                                                      June 30, 2003             December 31, 2002
                                                                ------------------------     -----------------------
                                                                  Notional      Credit       Notional       Credit
                                                                   Amount      Exposure       Amount       Exposure
                                                                   ------      --------       ------       --------
                                                                          (dollars expressed in thousands)

<S>                                                             <C>              <C>        <C>               <C>
         Cash flow hedges.....................................  $1,050,000       2,305      1,050,000         2,179
         Fair value hedges....................................     326,200      12,181        301,200        11,449
         Interest rate cap agreements.........................     450,000          --        450,000            94
         Interest rate lock commitments.......................     107,700          --         89,000            --
         Forward commitments to sell
             mortgage-backed securities.......................     225,500          --        235,000            --
                                                                ==========      ======      =========        ======
</TABLE>

         The  notional  amounts  of  derivative  financial  instruments  do  not
represent amounts exchanged by the parties and, therefore,  are not a measure of
our credit exposure  through our use of these  instruments.  The credit exposure
represents  the accounting  loss we would incur in the event the  counterparties
failed completely to perform according to the terms of the derivative  financial
instruments  and the  collateral  held to support the credit  exposure was of no
value.

         During the three and six months ended June 30,  2003,  the net interest
income  realized on our derivative  financial  instruments was $15.8 million and
$30.8  million,  respectively,  in comparison to $12.6 million and $23.8 million
for the  comparable  periods in 2002.  The increase is primarily due to interest
income associated with the additional swap agreements  entered into during March
and April 2003 as well as the decline in prevailing interest rates. In addition,
we  realized  a net  gain  on  derivative  instruments,  which  is  included  in
noninterest  income, of $419,000 and $426,000 for the three and six months ended
June 30, 2003, compared to a net gain of $90,000 for the three months ended June
30,  2002 and a net loss of  $249,000  for the six months  ended June 30,  2002,
which reflects changes in the fair value of our interest rate cap agreements and
fair value hedges.

Cash Flow Hedges

         During  September  2000,  March  2001,  April 2001 and March  2002,  we
entered into $600.0 million,  $200.0 million,  $175.0 million and $150.0 million
notional amount,  respectively,  of interest rate swap agreements to effectively
lengthen the repricing  characteristics  of certain  interest-earning  assets to
correspond  more  closely  with  their  funding  source  with the  objective  of
stabilizing  cash flow,  and  accordingly,  net interest  income over time.  The
underlying hedged assets are certain loans within our commercial loan portfolio.
The swap agreements, which have been designated as cash flow hedges, provide for
us to receive a fixed rate of interest  and pay an  adjustable  rate of interest
equivalent to the weighted average prime lending rate minus 2.70%,  2.82%, 2.82%
and 2.80%, respectively.  The terms of the swap agreements provide for us to pay
and receive interest on a quarterly basis. In November 2001, we terminated $75.0
million notional amount of the swap agreements  originally entered into in April
2001, which would have expired in April 2006, in order to  appropriately  modify
our overall hedge position in accordance  with our interest rate risk management
program.  The amount receivable by us under the swap agreements was $3.1 million
at June 30,  2003 and  December  31,  2002,  and the  amount  payable  by us was
$763,000 at June 30, 2003 and $888,000 at December 31, 2002, respectively.
<PAGE>

         The maturity dates, notional amounts,  interest rates paid and received
and fair value of our  interest  rate swap  agreements  designated  as cash flow
hedges as of June 30, 2003 and December 31, 2002 were as follows:
<TABLE>
<CAPTION>

                                                                  Notional  Interest Rate  Interest Rate    Fair
                          Maturity Date                            Amount       Paid         Received       Value
                          -------------                            ------       ----         --------       -----
                                                                          (dollars expressed in thousands)

         June 30, 2003:
<S>                                                            <C>               <C>           <C>       <C>
             March 14, 2004..................................  $  150,000        1.20%         3.93%     $   2,961
             September 20, 2004..............................     600,000        1.30          6.78         38,839
             March 21, 2005..................................     200,000        1.18          5.24         12,796
             April 2, 2006...................................     100,000        1.18          5.45          9,554
                                                               ----------                                ---------
                                                               $1,050,000        1.25          5.95      $  64,150
                                                               ==========       =====         =====      =========

         December 31, 2002:
             March 14, 2004..................................  $  150,000        1.45%         3.93%     $   4,130
             September 20, 2004..............................     600,000        1.55          6.78         48,891
             March 21, 2005..................................     200,000        1.43          5.24         13,843
             April 2, 2006...................................     100,000        1.43          5.45          9,040
                                                               ----------                                ---------
                                                               $1,050,000        1.50          5.95      $  75,904
                                                               ==========       =====         =====      =========
</TABLE>

Fair Value Hedges

         We entered into the following interest rate swap agreements, designated
as fair value hedges, to effectively  shorten the repricing  characteristics  of
certain  interest-bearing  liabilities  to  correspond  more  closely with their
funding source with the objective of stabilizing net interest income over time:

         >>    During  January  2001,  we entered  into $50.0  million  notional
               amount of  three-year  interest rate swap  agreements  and $150.0
               million   notional   amount  of  five-year   interest  rate  swap
               agreements  that  provide  for us to  receive  a  fixed  rate  of
               interest and pay an adjustable rate of interest equivalent to the
               three-month London Interbank Offering Rate. The underlying hedged
               liabilities  are a portion of our other time deposits.  The terms
               of the  swap  agreements  provide  for us to  pay  interest  on a
               quarterly basis and receive  interest on a semiannual  basis. The
               amount  receivable  by us  under  the  swap  agreements  was $5.2
               million at June 30, 2003 and December  31,  2002,  and the amount
               payable by us under the swap agreements was $595,000 and $821,000
               at June 30, 2003 and December 31, 2002, respectively.
<PAGE>

         >>    During May 2002, we entered into $55.2 million notional amount of
               interest  rate swap  agreements  that provide for us to receive a
               fixed rate of  interest  and pay an  adjustable  rate of interest
               equivalent to the three-month London Interbank Offering Rate plus
               2.30%.  During June 2002, we entered into $86.3 million and $46.0
               million  notional  amount,  respectively,  of interest  rate swap
               agreements  that  provide  for us to  receive  a  fixed  rate  of
               interest and pay an adjustable rate of interest equivalent to the
               three-month  London Interbank Offering Rate plus 2.75% and 1.97%,
               respectively.  The underlying hedged liabilities are a portion of
               our guaranteed  preferred beneficial interest in our subordinated
               debentures.  The terms of the swap  agreements  provide for us to
               pay and  receive  interest on a  quarterly  basis.  There were no
               amounts  receivable or payable by us at June 30, 2003 or December
               31, 2002. The $86.3 million  notional  amount  interest rate swap
               agreement  was  called  by  its  counterparty  in  November  2002
               resulting in final  settlement of this swap agreement in December
               2002. In addition,  the $46.0 million  notional  amount  interest
               rate swap  agreement  was called by its  counterparty  on May 14,
               2003 resulting in final settlement of this swap agreement on June
               30, 2003. There was no gain or loss recorded as a result of these
               transactions.

         >>    On March 31,  2003 and April 10,  2003,  we  entered  into  $25.0
               million  and $46.0  million  notional  amount,  respectively,  of
               interest  rate swap  agreements  that provide for us to receive a
               fixed rate of  interest  and pay an  adjustable  rate of interest
               equivalent to the three-month London Interbank Offering Rate plus
               2.55%.  The underlying  hedged  liabilities  are a portion of our
               guaranteed  preferred  beneficial  interests in our  subordinated
               debentures.  The terms of the swap  agreements  provide for us to
               pay and  receive  interest on a  quarterly  basis.  There were no
               amounts receivable or payable by us at June 30, 2003.

         The maturity dates, notional amounts,  interest rates paid and received
and fair value of our interest  rate swap  agreements  designated  as fair value
hedges as of June 30, 2003 and December 31, 2002 were as follows:
<TABLE>
<CAPTION>

                                                                  Notional   Interest Rate Interest Rate    Fair
                          Maturity Date                            Amount        Paid        Received       Value
                          -------------                            ------        ----        --------       -----
                                                                         (dollars expressed in thousands)

         June 30, 2003:
<S>                                                             <C>              <C>           <C>        <C>
             January 9, 2004..................................  $  50,000        1.29%         5.37%      $  1,110
             January 9, 2006..................................    150,000        1.29          5.51         13,932
             December 31, 2031................................     55,200        3.59          9.00          6,058
             March 20, 2033...................................     25,000        3.84          8.10            617
             June 30, 2033....................................     46,000        3.87          8.15          1,246
                                                                ---------                                 --------
                                                                $ 326,200        2.24          6.65       $ 22,963
                                                                =========       =====         =====       ========

         December 31, 2002:
             January 9, 2004..................................  $  50,000        1.76%         5.37%      $  1,972
             January 9, 2006..................................    150,000        1.76          5.51         13,476
             June 30, 2028....................................     46,000        3.77          8.50            495
             December 31, 2031................................     55,200        4.10          9.00          4,688
                                                                ---------                                 --------
                                                                $ 301,200        2.49          6.58       $ 20,631
                                                                =========       =====         =====       ========
</TABLE>
<PAGE>

Interest Rate Cap Agreements

         In  conjunction  with the interest rate swap  agreements  designated as
cash flow hedges that mature on September  20, 2004, we also entered into $450.0
million  notional amount of four-year  interest rate cap agreements to limit the
net interest  expense  associated  with our interest rate swap agreements in the
event of a rising rate scenario. The interest rate cap agreements provide for us
to  receive  a  quarterly   adjustable  rate  of  interest   equivalent  to  the
differential  between the  three-month  London  Interbank  Offering Rate and the
strike price of 7.50% should the  three-month  London  Interbank  Offering  Rate
exceed the strike  price.  At June 30, 2003 and December 31, 2002,  the carrying
value of these  interest  rate cap  agreements,  which is included in derivative
instruments  in  the   consolidated   balance   sheets,   was  $0  and  $94,000,
respectively.

Pledged Collateral

         At June 30, 2003 and  December  31,  2002,  we had  pledged  investment
securities  available  for sale with a carrying  value of $5.5  million and $5.8
million in connection with our interest rate swap  agreements.  In addition,  at
June 30, 2003,  and  December  31,  2002,  we had  accepted,  as  collateral  in
connection  with our interest  rate swap  agreements,  cash of $93.1 million and
$99.1 million, respectively.

Interest  Rate  Lock  Commitments/Forward  Commitments  to Sell  Mortgage-Backed
Securities

         Derivative financial  instruments issued by us consist of interest rate
lock  commitments  to  originate  fixed-rate  loans.  Commitments  to  originate
fixed-rate loans consist  primarily of residential real estate loans.  These net
loan  commitments  and loans held for sale are hedged with forward  contracts to
sell mortgage-backed securities.


                       Loans and Allowance for Loan Losses

         Interest earned on our loan portfolio  represents the principal  source
of income for our  subsidiary  bank.  Interest  and fees on loans were 91.3% and
91.1% of total interest income for the three and six months ended June 30, 2003,
respectively,  in  comparison to 92.1% and 92.5% for the  comparable  periods in
2002.  Total loans,  net of unearned  discount,  decreased to $5.39 billion,  or
75.9% of total assets, at June 30, 2003,  compared to $5.43 billion, or 74.0% of
total assets, at December 31, 2002. Exclusive of our acquisition of Bank of Ste.
Genevieve,  which provided loans,  net of unearned  discount,  of $42.9 million,
loans  decreased  $89.9  million at June 30, 2003 compared to December 31, 2002.
The decrease primarily results from:

         >>    continued weak loan demand from our commercial  customers,  which
               is indicative of the current economic conditions prevalent within
               most of our markets;

         >>    a  decline  of  $41.9  million  experienced  in  our  commercial,
               financial and agricultural portfolio due to an anticipated amount
               of attrition  associated with our  acquisitions  completed during
               2002 and general runoff of balances within this portfolio;

         >>    continued  declines in our lease financing  portfolio  consistent
               with  the   discontinuation  of  our  New  Mexico  based  leasing
               operation during 2002, the transfer of all  responsibilities  for
               the  existing  portfolio  to a new  leasing  staff in St.  Louis,
               Missouri  and a change  in our  overall  business  strategy  with
               respect  to  leasing  activities.  Additionally,  during  the six
               months ended June 30, 2003, we recorded net loan  charge-offs  of
               $10.4  million  associated  with this  portfolio,  which  further
               contributed to the overall decline; and

         >>    a  decline  of $50.7  million  in loans  held for sale  resulting
               primarily  from the  timing  of sales in the  secondary  mortgage
               market; partially offset by

         >>    an increase of $76.9 million in our real estate  construction and
               development portfolio resulting primarily from seasonal increases
               on existing and available credit lines.
<PAGE>

         Nonperforming  assets include nonaccrual loans,  restructured loans and
other real estate.  The following table presents the categories of nonperforming
assets and certain ratios as of the dates indicated:
<TABLE>
<CAPTION>

                                                                                     June 30,       December 31,
                                                                                       2003             2002
                                                                                       ----             ----
                                                                                  (dollars expressed in thousands)

         Commercial, financial and agricultural:
<S>                                                                                 <C>               <C>
              Nonaccrual.....................................................    $    20,474          15,787
         Real estate construction and development:
              Nonaccrual.....................................................         10,561          23,378
         Real estate mortgage:
           One-to-four family residential:
              Nonaccrual.....................................................         17,102          14,833
              Restructured...................................................             14              15
           Multi-family residential loans:
              Nonaccrual.....................................................            725             772
           Commercial real estate loans:
              Nonaccrual.....................................................          7,594           8,890
              Restructured...................................................             --           1,907
         Lease financing:
              Nonaccrual.....................................................         11,010           8,723
         Consumer and installment:
              Nonaccrual.....................................................            554             860
                                                                                 -----------      ----------
                  Total nonperforming loans..................................         68,034          75,165
         Other real estate...................................................         15,147           7,609
                                                                                 -----------      ----------
                  Total nonperforming assets.................................    $    83,181          82,774
                                                                                 ===========      ==========

         Loans, net of unearned discount.....................................    $ 5,385,599       5,432,588
                                                                                 ===========      ==========

         Loans past due 90 days or more and still accruing...................    $     9,582           4,635
                                                                                 ===========      ==========
         Ratio of:
              Allowance for loan losses to loans.............................           2.00%           1.83%
              Nonperforming loans to loans...................................           1.26            1.38
              Allowance for loan losses to nonperforming loans...............         158.52          132.29
              Nonperforming assets to loans and other real estate............           1.54            1.52
                                                                                 ===========      ==========
</TABLE>

         Nonperforming  loans,  consisting  of loans on  nonaccrual  status  and
certain  restructured  loans, were $68.0 million at June 30, 2003, in comparison
to $75.2 million at December 31, 2002. Loan  charge-offs  were $14.9 million and
$23.7  million for the three and six months ended June 30,  2003,  respectively,
compared to $11.6 million and $28.0 million for the comparable  periods in 2002.
As  previously  discussed,  during  the six  months  ended  June  30,  2003,  we
experienced further  deterioration within our commercial leasing portfolio which
is reflected in net loan charge-offs of $10.4 and increased  nonperforming loans
of $2.3 million associated with this portfolio.  Additionally,  in January 2003,
we foreclosed on a residential and  recreational  development  property that had
previously been on nonaccrual status due to significant financial  difficulties,
inadequate  project  financing,  project  delays  and weak  project  management.
Consequently, other real estate increased to $15.1 million at June 30, 2003 from
$7.6 million at December 31, 2002, and  nonperforming  real estate  construction
and development  loans declined  comparably.  Our allowance for loan losses as a

<PAGE>

percentage of loans,  net of unearned  discount,  increased to 2.00% at June 30,
2003 from 1.83% at December 31,  2002,  and our  allowance  for loan losses as a
percentage  of  nonperforming  loans  increased to 158.52% at June 30, 2003 from
132.29% at December 31, 2002.  While we believe we were successful in addressing
the asset quality  problems in 2002, we continue to closely monitor our loan and
leasing  portfolios.  We  anticipate  the  higher  trends in  nonperforming  and
delinquent  loans  recently  experienced  will  continue  in the near future and
primarily attribute them to the current economic  conditions  experienced in our
primary market areas.

         The  allowance  for loan losses is monitored on a monthly  basis.  Each
month, the credit  administration  department  provides management with detailed
lists of loans on the watch list and  summaries of the entire loan  portfolio by
risk rating.  These are coupled with  analyses of changes in the risk profile of
the portfolio,  changes in past-due and nonperforming loans and changes in watch
list and classified loans over time. In this manner, we continually  monitor the
overall  increases or decreases in the level of risk in the  portfolio.  Factors
are applied to the loan portfolio for each category of loan risk to determine an
acceptable level of allowance for loan losses.  We derive these factors from our
actual  loss  experience  and from  published  national  surveys of norms in the
industry.  The calculated  allowance required for the portfolio is then compared
to the actual  allowance  balance  to  determine  the  provisions  necessary  to
maintain  the  allowance  at  an  appropriate  level.  In  addition,  management
exercises a certain  degree of judgment in its analysis of the overall  adequacy
of the allowance  for loan losses.  In its  analysis,  management  considers the
change in the portfolio,  including growth, composition,  the ratio of net loans
to total assets and the economic  conditions of the regions in which we operate.
Based on this quantitative and qualitative analysis,  provisions are made to the
allowance for loan losses.  Such  provisions  are reflected in our  consolidated
statements of income.

         The following  table is a summary of our loan loss  experience  for the
periods indicated:
<TABLE>
<CAPTION>

                                                                Three Months Ended           Six Months Ended
                                                                     June 30,                    June 30,
                                                                ------------------           ------------------
                                                                2003          2002           2003          2002
                                                                ----          ----           ----          ----
                                                                       (dollars expressed in thousands)

<S>                                                           <C>            <C>             <C>          <C>
         Allowance for loan losses, beginning of period.....  $ 108,696      99,683          99,439       97,164
         Acquired allowances for loan losses................         --          --             757        1,366
                                                              ---------    --------       ---------      -------
                                                                108,696      99,683         100,196       98,530
                                                              ---------    --------       ---------      -------
         Loans charged-off..................................    (14,928)    (11,625)        (23,665)     (28,033)
         Recoveries of loans previously charged-off.........      4,080       3,736          10,317        8,297
                                                              ---------    --------       ---------      -------
         Net loan charge-offs...............................    (10,848)     (7,889)        (13,348)     (19,736)
                                                              ---------    --------       ---------      -------
         Provision for loan losses..........................     10,000      12,000          21,000       25,000
                                                              ---------    --------       ---------      -------
         Allowance for loan losses, end of period...........  $ 107,848     103,794         107,848      103,794
                                                              =========    ========       =========      =======
</TABLE>
<PAGE>

                                    Liquidity

         Our liquidity and the liquidity of our  subsidiary  bank is the ability
to  maintain  a cash flow that is  adequate  to fund  operations,  service  debt
obligations  and meet other  commitments on a timely basis.  Our subsidiary bank
receives funds for liquidity from customer deposits,  loan payments,  maturities
of loans and investments, sales of investments and earnings. In addition, we may
avail ourselves of other sources of funds by issuing  certificates of deposit in
denominations of $100,000 or more,  borrowing federal funds,  selling securities
under  agreements to repurchase and utilizing  borrowings  from the Federal Home
Loan Bank and  other  borrowings,  including  our  revolving  credit  line.  The
aggregate  funds  acquired  from these  sources  were $648.1  million and $742.5
million at June 30, 2003 and December 31, 2002, respectively.

         The  following  table  presents the  maturity  structure of these other
sources of funds, which consists of certificates of deposit of $100,000 or more,
short-term borrowings and our note payable, at June 30, 2003:
<TABLE>
<CAPTION>

                                                               Certificates of Deposit       Other
                                                                 of $100,000 or More      Borrowings        Total
                                                                 -------------------      ----------        -----
                                                                          (dollars expressed in thousands)

<S>                                                                  <C>                  <C>               <C>
         Three months or less.....................................   $ 121,971            219,527           341,498
         Over three months through six months.....................      74,054              5,000            79,054
         Over six months through twelve months....................      86,087                 --            86,087
         Over twelve months.......................................     134,080              7,383           141,463
                                                                     ---------           --------          --------
              Total...............................................   $ 416,192            231,910           648,102
                                                                     =========           ========          ========
</TABLE>

         In  addition  to  these  sources  of  funds,  our  subsidiary  bank has
established  a  borrowing  relationship  with the  Federal  Reserve  Bank.  This
borrowing  relationship,  which is  secured by  commercial  loans,  provides  an
additional liquidity facility that may be utilized for contingency  purposes. At
June 30, 2003 and December 31, 2002,  the borrowing  capacity of our  subsidiary
bank under the agreement was  approximately  $953.1  million and $1.22  billion,
respectively.  In addition, our subsidiary bank's borrowing capacity through its
relationship  with the Federal Home Loan Bank was  approximately  $212.0 million
and  $223.6  million  at June 30,  2003 and  December  31,  2002,  respectively.
Exclusive of the Federal Home Loan Bank  advances  outstanding  of $12.4 million
and $14.0  million at June 30, 2003 and  December 31,  2002,  respectively,  our
subsidiary bank had no amounts  outstanding  under either of these agreements at
June 30, 2003 and December 31, 2002.

         In connection with our normal  operations,  we enter into various other
commitments and obligations such as long-term leasing arrangements, primarily of
bank premises,  and  certificates of deposit.  The required  payments under such
commitments and other obligations at June 30, 2003 are as follows:
<TABLE>
<CAPTION>

                                                                             Over 1 Year
                                                              Less than     But Less Than     Over
                                                               1 Year          5 Years       5 Years       Total
                                                               ------          -------       -------       -----
                                                                          (dollars expressed in thousands)

<S>                                                         <C>                <C>           <C>             <C>
         Operating leases.................................  $     5,419        24,782        23,493          53,694
         Certificates of deposit..........................    1,331,565       687,664           442       2,019,671
         Guaranteed preferred beneficial interest
              in subordinated debentures..................           --            --       210,701         210,701
         Federal Home Loan Bank advances..................        5,000         6,000         1,383          12,383
                                                            ===========     =========     =========     ===========
</TABLE>

         Management  believes the available  liquidity and operating  results of
our subsidiary bank will be sufficient to provide funds for growth and to permit
the  distribution  of dividends to us  sufficient to meet our operating and debt
service  requirements,  both on a short-term and long-term basis, and to pay the
dividends  on  the  trust   preferred   securities   issued  by  our   financing
subsidiaries,  First Preferred  Capital Trust II, First Preferred  Capital Trust
III, First  Preferred  Capital Trust IV, First Bank Capital Trust and First Bank
Statutory Trust.




<PAGE>


                       Effects of New Accounting Standards

         In June 2002, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 146-- Accounting for Costs Associated with Exit or Disposal Activities.
SFAS No. 146 nullifies  Emerging  Issues Task Force,  or EITF,  Issue No. 94-3--
Liability  Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity  (including Certain Costs Incurred in a Restructuring).  The
provisions of SFAS No. 146 are effective  for exit or disposal  activities  that
are initiated after December 31, 2002,  with early  application  encouraged.  On
January 1, 2003,  we  implemented  SFAS No.  146,  which did not have a material
effect on our consolidated financial statements.

         In  November  2002,  the FASB  issued  FASB  Interpretation  No.  45 --
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others,  an  interpretation  of FASB
Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34. This
interpretation  elaborates on the  disclosures  to be made by a guarantor in its
interim and annual  financial  statements  about its  obligations  under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation undertaken in issuing the guarantee.  The initial recognition and
measurement  provisions of this  Interpretation  are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002,  irrespective of
the guarantor's fiscal year-end.  The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002. On December 31, 2002, we implemented FASB Interpretation No. 45, which did
not have a material effect on our consolidated  financial  statements other than
the additional disclosure requirements.

         On April  30,  2003,  the FASB  issued  SFAS No.  149 --  Amendment  of
Statement 133 on Derivative  Instruments  and Hedging  Activities.  SFAS No. 149
amends  and  clarifies   financial   accounting  and  reporting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for  hedging  activities  under  SFAS No.  133.  SFAS No. 149 is
effective for contracts  entered into or modified  after June 30, 2003,  and for
hedging relationships designated after June 30, 2003. All provisions of SFAS No.
149 are required to be applied  prospectively.  We are currently  evaluating the
requirements  of SFAS No.  149 and  believe  such  requirements  will not have a
material effect on our consolidated financial statements.

         On May 15, 2003, the FASB issued SFAS No. 150 -- Accounting for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity. SFAS
No. 150 improves the accounting for certain  financial  instruments  that, under
previous guidance, issuers could account for as equity as it requires that those
instruments be classified as  liabilities  in statements of financial  position.
Most of the guidance in SFAS No. 150 is effective for all financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. For private
companies,  mandatorily  redeemable  financial  instruments  are  subject to the
provisions of SFAS No. 150 for the fiscal period  beginning  after  December 15,
2003. We are currently  evaluating the  requirements of SFAS No. 150 and believe
such requirements will not have a material effect on our consolidated  financial
statements.

         In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46 --
Consolidation of Variable  Interest  Entities,  an interpretation of ARB No. 51.
This  Interpretation  is  intended to achieve  more  consistent  application  of
consolidation  policies to variable  interest  entities  and,  thus,  to improve
comparability  between enterprises engaged in similar activities even if some of
those activities are conducted through variable interest entities. Including the
assets, liabilities,  and results of activities of variable interest entities in
the  consolidated  financial  statements  of their  primary  beneficiaries  will
provide more complete  information about the resources,  obligations,  risks and
opportunities  of  the  consolidated  enterprise.  This  Interpretation  applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable  interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. This  Interpretation  applies
to public  enterprises as of the beginning of the  applicable  interim or annual
period, and it applies to nonpublic  enterprises as of the end of the applicable
annual  period.  This  Interpretation  may  be  applied   prospectively  with  a
cumulative-effect  adjustment  as of the date on which it is first applied or by
restating  previously  issued financial  statements for one or more years with a
cumulative-effect  adjustment as of the beginning of the first year restated.
<PAGE>

         The Company has several  statutory and business  trusts,  some of which
were formed  subsequent  to January 31, 2003,  for the purpose of issuing  trust
preferred  securities  as  further  described  in  Note  9 to  our  accompanying
consolidated   financial   statements.   We  currently   believe  the  continued
consolidation  of these  trusts is  appropriate  under  Interpretation  No.  46.
However, the application of Interpretation No. 46 to these types of trusts is an
emerging issue and a possible unintended consequence of Interpretation No. 46 is
the  deconsolidation  of  these  types  of  trusts.  The  Company  is  currently
evaluating  the impact that  deconsolidation  of these  trusts would have on its
consolidated financial statements.

         In July 2003,  the Board of  Governors  of the Federal  Reserve  System
issued a supervisory  letter  instructing bank holding  companies to continue to
include the trust  preferred  securities in their Tier I capital for  regulatory
capital  purposes  until notice is given to the  contrary.  The Federal  Reserve
intends  to review  the  regulatory  implications  of any  accounting  treatment
changes and, if necessary or warranted,  provide further  appropriate  guidance.
There can be no assurance  that the Federal  Reserve will continue to allow bank
holding companies to include trust preferred  securities in their Tier 1 capital
for regulatory capital purposes.



<PAGE>


       ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At December 31, 2002, our risk management  program's  simulation  model
indicated a loss of projected  net interest  income in the event of a decline in
interest  rates.  We are  "asset-sensitive,"  indicating  that our assets  would
generally reprice with changes in rates more rapidly than our liabilities. While
a decline in interest  rates of less than 100 basis points was projected to have
a  relatively  minimal  impact on our net  interest  income,  an  instantaneous,
parallel  decline in the interest  yield curve of 100 basis  points  indicated a
pre-tax  projected loss of approximately  7.3% of net interest income,  based on
assets and  liabilities  at December 31, 2002. At June 30, 2003, we remain in an
"asset-sensitive" position and thus, remain subject to a higher level of risk in
a  declining  interest  rate  environment.  Although we do not  anticipate  that
instantaneous shifts in the yield curve as projected in our simulation model are
likely,  these are  indications  of the effects that  changes in interest  rates
would  have  over  time.  Our  asset-sensitive  position,  coupled  with  income
associated  with our  interest  rate swap  agreements  offset by  reductions  in
prevailing  interest  rates  throughout  2002 and 2003,  is reflected in our net
interest  margin for the three and six months ended June 30, 2003 as compared to
the  comparable  periods  in 2002 and  further  discussed  under  "--Results  of
Operations."  During  the  three  and  six  months  ended  June  30,  2003,  our
asset-sensitive  position  and overall  susceptibility  to market risks have not
changed materially.




<PAGE>


                        ITEM 4 - CONTROLS AND PROCEDURES

         Within the 90-day  period prior to the filing date of this report,  our
Chief Executive  Officer and Chief Financial Officer evaluated the effectiveness
of our  "disclosure  controls and procedures" (as defined in rules 13a-14(c) and
15d-14(c) under the Securities  Exchange Act of 1934) and concluded on the basis
of the  evaluation  that,  as of the  date of such  evaluation,  our  disclosure
controls and procedures were effective.  There have been no significant  changes
in  internal  controls  or in other  factors  that  could  significantly  affect
internal controls subsequent to the date of that evaluation.




<PAGE>


                           PART II - OTHER INFORMATION

                    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)     The exhibits are numbered in accordance with the Exhibit Table  of  Item
        601 of Regulation S-K.

              Exhibit Number                     Description
              --------------                     -----------

                  10.20       Agreement as to Expenses and  Liabilities  between
                              First Banks, Inc. and FirstPreferred Capital Trust
                              IV,   dated   April 1, 2003   (relating  to  First
                              Preferred Capital Trust IV  ("First Preferred IV")
                              - filed herewith.

                  10.21       Preferred  Securities  Guarantee  Agreement by and
                              between First Banks,  Inc. and Fifth  Third  Bank,
                              dated  April 1, 2003  (relating to First Preferred
                              IV) - filed herewith.

                  10.22       Indenture  between  First  Banks,  Inc. and  Fifth
                              Third   Bank,  as  Trustee,  dated   April 1, 2003
                              (relating to First Preferred IV) - filed herewith.

                  10.23       Amended and  Restated Trust  Agreement among First
                              Banks, Inc., as  Depositor,  Fifth  Third Bank, as
                              Property  Trustee,  Wilmington  Trust  Company, as
                              Delaware Trustee, and the Administrative Trustees,
                              dated April 1, 2003 (relating to  First  Preferred
                              IV) - filed herewith.

                  10.24       Underwriting  Agreement by and among First  Banks,
                              Inc.,  Stifel,  Nicolaus &  Company,  Incorporated
                              and Fahnestock & Co., Inc.,  dated  March 26, 2003
                              (relating to First Preferred IV) - filed herewith.

                  10.25       First Banks, Inc.  - Executive  Incentive  Compen-
                              sation Plan - filed herewith.

                  10.26       Second Amendment to  Secured  Credit  Agreement by
                              and  among  First Banks,  Inc.,  Wells Fargo Bank,
                              National  Association,  Bank  One, N.A.,   LaSalle
                              Bank,  National  Association,  The Northern  Trust
                              Company,  Union Bank of California, N.A., SunTrust
                              Bank, Nashville and Fifth Third Bank, dated  March
                              31, 2003 - filed herewith.

                  31          Rule  13a-14(a) / 15d-14(a) Certifications - filed
                              herewith.

                  32          Section 1350 Certifications- filed herewith.

(b)      We  filed  no  reports  on Form 8-K for the three months ended June 30,
         2003.



<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                 FIRST BANKS, INC.



August 14, 2003                  By: /s/ Allen H. Blake
                                     ----------------------------------------
                                         Allen H. Blake
                                         President, Chief Executive Officer
                                         and Chief Financial Officer
                                         (Principal Executive Officer and
                                         Principal Financial and
                                         Accounting Officer)


<PAGE>


                                                                      EXHIBIT 31

                           CERTIFICATIONS REQUIRED BY
                      RULE 13a-14(a) (17 CFR 240.13a-14(a))
                    OR RULE 15d-14(a) (17 CFR 240.15d-14(a))
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, Allen H. Blake, certify that:

1.   I have reviewed this Quarterly  Report on Form 10-Q (the "Report") of First
     Banks, Inc. (the "Registrant");

2.   Based on my knowledge, this Report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  Report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Report;

4.   The  Registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this Report is being prepared;

     b)   Evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures and presented in this Report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this Report based on such evaluation; and

     c)   Disclosed  in this  Report  any  change in the  Registrant's  internal
          control over financial reporting that occurred during the Registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  Registrant's  internal
          control over financial reporting; and

5.   The Registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the Registrant's auditors and the audit committee of the Registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  Registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          control over financial reporting.


Date:  August 14, 2003               By:  /s/ Allen H. Blake
                                         ---------------------------------------
                                              Allen H. Blake
                                              President, Chief Executive Officer
                                              and Chief Financial Officer
                                              (Principal Executive Officer and
                                              Principal Financial and Accounting
                                              Officer)


<PAGE>


                                                                      Exhibit 32


                           CERTIFICATIONS REQUIRED BY
                      RULE 13a-14(b) (17 CFR 240.13a-4(b))
                    OR RULE 15d-14(b) (17 CFR 240.15d-14(b))
                        AND SECTION 1350 OF CHAPTER 63 OF
               TITLE 18 OF THE UNITED STATES CODE (18 U.S.C. 1350)


         I,  Allen H.  Blake,  President,  Chief  Executive  Officer  and  Chief
Financial  Officer of First Banks,  Inc.  (the  Company),  certify,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

         (1)   The  Quarterly  Report  on  Form  10-Q  of the  Company  for  the
               quarterly  period ended June 30, 2003 (the Report) fully complies
               with  the   requirements  of  Sections  13(a)  or  15(d)  of  the
               Securities Exchange Act of 1934; and

         (2)   The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


Date:  August 14, 2003               By:  /s/ Allen H. Blake
                                         ---------------------------------------
                                              Allen H. Blake
                                              President, Chief Executive Officer
                                              and Chief Financial Officer
                                              (Principal Executive Officer and
                                              Principal Financial and Accounting
                                              Officer)


<PAGE>



                                                                  Exhibit 10.20

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

                  AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement")
                                                                  ----------
dated as of April 1, 2003 between  FIRST  BANKS,  INC., a  Missouri  corporation
("First Banks"), and  FIRST  PREFERRED  CAPITAL  TRUST  IV, a Delaware statutory
  -----------
trust (the "Trust").
            -----
                                    RECITALS

                  WHEREAS, the Trust intends to issue its common securities (the
"Common  Securities")  to,  and  receive  8.15%  Subordinated   Debentures  (the
  -----------------
"Debentures") from,  First  Banks  and  to  issue and sell up to 1,600,000 8.15%
 ----------
Cumulative Trust  Preferred  Securities (the "Preferred Securities")  with  such
powers,  preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust  Agreement of the Trust dated as of April 1, 2003, as
the same may be amended  from time to time (the  "Trust Agreement");
                                                  ---------------
                  WHEREAS,  First Banks shall  directly or indirectly own all of
the Common Securities of the Trust and shall issue the Debentures;

                  NOW,  THEREFORE,  in  consideration  of the  purchase  by each
holder of the Preferred  Securities,  which  purchase  First Banks hereby agrees
shall benefit First Banks and which purchase First Banks  acknowledges  shall be
made in reliance upon the execution and delivery of this Agreement, First Banks,
including  in its  capacity  as holder of the Common  Securities,  and the Trust
hereby agree as follows:

                                    ARTICLE I

         Section 1.1.      Guarantee by First Banks.

         Subject to the terms and conditions hereof,  First  Banks, including in
its  capacity as  holder  of  the  Common  Securities,  hereby  irrevocably  and
unconditionally guarantees to each person or entity to whom the Trust is now  or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
                                           -------------
and  as  due, of  any  and  all  Obligations  (as  hereinafter defined)  to such
Beneficiaries. As  used  herein, "Obligations"  means  any  costs,  expenses  or
                                  -----------
liabilities  of  the  Trust  other  than  obligations of the Trust to pay to the
holders of any Preferred Securities or other similar interests in the Trust  the
amounts due such holders pursuant to the terms of the Preferred  Securities  or
such other similar interests, as the case may be. This Agreement 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 1.2.      Term of Agreement.

         This  Agreement  shall  terminate and be of no further force and effect
upon  the  later  of (a) the date on which  full  payment  has been  made of all
amounts  payable to all holders of all the  Preferred  Securities  (whether upon
redemption, liquidation, exchange or otherwise); and (b) the date on which there
are no Beneficiaries  remaining;  provided,  however,  that this Agreement shall
continue to be effective or shall be  reinstated,  as the case may be, if at any
time any holder of the  Preferred  Securities  or any  Beneficiary  must restore
payment of any sums paid under the Preferred  Securities,  under any  obligation
under the  Preferred  Securities  Guarantee  Agreement  dated the date hereof by
First Banks and  Wilmington  Trust Company as guarantee  trustee,  or under this
Agreement for any reason whatsoever. This Agreement is continuing,  irrevocable,
unconditional and absolute.
<PAGE>

         Section 1.3.      Waiver of Notice.

         First Banks hereby waives notice of acceptance of this Agreement and of
any  obligation to which it applies or may apply,  and First Banks hereby waives
presentment,  demand  for  payment,  protest,  notice of  nonpayment,  notice of
dishonor, notice of redemption and all other notices and demands.

         Section 1.4.      No Impairment.

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

                  (a) the  extension of time for the payment by the Trust of all
or any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

                  (b) any failure,  omission,  delay or lack of diligence on the
part of the Beneficiaries to enforce,  assert or exercise any right,  privilege,
power or remedy conferred on the  Beneficiaries  with respect to the Obligations
or any action on the part of the Trust  granting  indulgence or extension of any
kind; or

                  (c) 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 Trust or any of the
assets of the Trust.

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

         Section 1.5.      Enforcement.

         A Beneficiary may enforce this Agreement  directly against First Banks,
and First Banks waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding  against First
Banks.

                                   ARTICLE II

         Section 2.1.      Binding Effect.

         All guarantees and  agreements  contained in this Agreement  shall bind
the successors,  assigns, receivers, trustees and representatives of First Banks
and shall inure to the benefit of the Beneficiaries.
<PAGE>

         Section 2.2.      Amendment.

         So long as there remains any Beneficiary or any Preferred Securities of
any series are  outstanding,  this Agreement shall not be modified or amended in
any  manner  adverse to such  Beneficiary  or to the  holders  of the  Preferred
Securities.

         Section 2.3.      Notices.

         Any notice,  request or other communication required or permitted to be
given  hereunder  shall be given in writing by delivering  the same by facsimile
transmission  (confirmed by mail),  telex,  or by registered or certified  mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

         First Preferred Capital Trust IV
         c/o First Banks, Inc.
         600 James S. McDonnell Boulevard
         Mail Code 014
         Hazelwood, Missouri  63042
         Facsimile No.:  (314) 592-6621
         Attention:  Chief Financial Officer

         First Banks, Inc.
         600 James S. McDonnell Boulevard
         Mail Code 014
         Hazelwood, Missouri  63042
         Facsimile No.:  (314) 592-6621
         Attention:  Chief Financial Officer

         Section 2.4.      Governing Law.

         This  Agreement  shall be governed by and construed and  interpreted in
accordance with the laws of the State of Missouri (without regard to conflict of
laws principles).



         [The remainder of this page has been left blank intentionally]



<PAGE>



                  IN  WITNESS WHEREOF,  this Agreement is executed as of the day
and year first above written.



                                      FIRST BANKS, INC.


                                      By:
                                         ---------------------------------------
                                      Its:
                                          --------------------------------------



                                      FIRST PREFERRED CAPITAL TRUST IV


                                      By:
                                         ---------------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:     Administrative Trustee






<PAGE>


                                                                   Exhibit 10.21

















                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 by and between

                                FIRST BANKS, INC.

                                       and

                                FIFTH THIRD BANK





                            Dated as of April 1, 2003



<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                 TABLE OF CONTENTS
                                                                                                     Page
                                                                                                     ----

<S>                                                                                                    <C>
ARTICLE I DEFINITIONS AND INTERPRETATION................................................................1
     Section 1.1.   Definitions and Interpretation......................................................1

ARTICLE II TRUST INDENTURE ACT..........................................................................4
     Section 2.1.   Trust Indenture Act; Application....................................................4
     Section 2.2    List of Holders of Securities.......................................................5
     Section 2.3.   Reports by the Guarantee Trustee....................................................5
     Section 2.4.   Periodic Reports to the Guarantee Trustee...........................................5
     Section 2.5.   Evidence of Compliance with Conditions Precedent....................................5
     Section 2.6.   Events of Default; Waiver...........................................................5
     Section 2.7.   Event of Default; Notice............................................................6
     Section 2.8.   Conflicting Interests...............................................................6

ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE..........................................6
     Section 3.1.   Powers and Duties of the Guarantee Trustee..........................................6
     Section 3.2.   Certain Rights of the Guarantee Trustee.............................................8
     Section 3.3.   Not Responsible for Recitals or Issuance of Guarantee...............................9

ARTICLE IV GUARANTEE TRUSTEE............................................................................9
     Section 4.1.   Guarantee Trustee; Eligibility......................................................9
     Section 4.2.   Appointment, Removal and Resignation of Guarantee Trustee..........................10

ARTICLE V GUARANTEE ...................................................................................11
     Section 5.1.   Guarantee..........................................................................11
     Section 5.2.   Waiver of Notice and Demand........................................................11
     Section 5.3.   Obligations not Affected...........................................................11
     Section 5.4.   Rights of Holders..................................................................12
     Section 5.5.   Guarantee of Payment...............................................................12
     Section 5.6.   Subrogation........................................................................12
     Section 5.7.   Independent Obligations............................................................12

ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION...................................................13
     Section 6.1.   Limitation on Transactions.........................................................13
     Section 6.2.   Ranking............................................................................13

ARTICLE VII TERMINATION................................................................................13
     Section 7.1.   Termination........................................................................13

ARTICLE VIII INDEMNIFICATION...........................................................................13
     Section 8.1.   Exculpation........................................................................13
     Section 8.2.   Indemnification....................................................................14

ARTICLE IX MISCELLANEOUS...............................................................................14
     Section 9.1.   Successors and Assigns.............................................................14
     Section 9.2.   Amendments.........................................................................14
     Section 9.3.   Notices............................................................................14
     Section 9.4.   Benefit............................................................................15
     Section 9.5.   Governing Law......................................................................15

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                            CROSS REFERENCE TABLE

         Section of Trust                                                                      Section of
         Indenture Act of                                                                      Guarantee
         1939, as amended                                                                      Agreement
         ----------------                                                                      ---------

<S>                                                                                           <C>
         310(a)................................................................................4.1(a)
         310(b)................................................................................4.1(c), 2.8
         310(c)................................................................................Not Applicable
         311(a)................................................................................2.2(b)
         311(b)................................................................................2.2(b)
         311(c)................................................................................Not Applicable
         312(a)................................................................................2.2(a)
         312(b)................................................................................2.2(b)
         314(a)................................................................................2.4
         314(b)................................................................................Not Applicable
         314(c)................................................................................2.5
         314(d)................................................................................Not Applicable
         314(e)................................................................................1.1, 2.5, 3.2
         314(f)................................................................................2.1, 3.2
         315(a)................................................................................3.1(d)
         315(b)................................................................................2.7
         315(c)................................................................................3.1
         315(d)................................................................................3.1(d)
         316(a)................................................................................1.1, 2.6, 5.4
         316(b)................................................................................5.3
         317(a)................................................................................3.1
         317(b)................................................................................Not Applicable
         318(a)................................................................................2.1(a)
         318(b)................................................................................2.1
         318(c)................................................................................2.1(b)

                 Note: This Cross-Reference Table does not constitute part of this Agreement
                 and shall  not affect the interpretation of any of its terms or provisions.

</TABLE>

<PAGE>







                    PREFERRED SECURITIES GUARANTEE AGREEMENT

         This  PREFERRED   SECURITIES   GUARANTEE   AGREEMENT  (this  "Preferred
                                                                       ---------
Securities Guarantee"),  dated as of April 1, 2003, is executed and delivered by
--------------------
FIRST BANKS,  INC., a Missouri  corporation (the  "Guarantor"),  and FIFTH THIRD
                                                   ---------
BANK,  a bank  organized  and  existing  under the laws of the United  States of
America,  as trustee (the "Guarantee  Trustee"),  for the benefit of the Holders
                           ------------------
(as defined  herein) from time to time of the Preferred  Securities  (as defined
herein) of First  Preferred  Capital Trust IV, a Delaware  statutory  trust (the
"Trust").
------
                                    RECITALS

         WHEREAS,  pursuant  to an Amended and  Restated  Trust  Agreement  (the
"Trust  Agreement"),  dated as of April 1, 2003, among the trustees of the Trust
 ----------------
named therein, the Guarantor, as depositor, and the holders from time to time of
undivided  beneficial interests in the assets of the Trust, the Trust is issuing
on the date hereof up to  1,600,000  preferred  securities,  having an aggregate
liquidation  amount  of  $40,000,000,  designated  the  8.15%  Cumulative  Trust
Preferred Securities (the "Preferred Securities");
                           --------------------

         WHEREAS,  as  incentive  for the  Holders  to  purchase  the  Preferred
Securities,  the Guarantor desires  irrevocably and unconditionally to agree, to
the  extent  set forth in this  Preferred  Securities  Guarantee,  to pay to the
Holders of the Preferred  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
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor  executes and delivers this  Preferred  Securities
Guarantee for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

         Section 1.1     Definitions  and   Interpretation.  In  this  Preferred
Securities Guarantee, unless the context otherwise requires:

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

         (b)      terms  defined  in  the  Trust  Agreement  as  at  the date of
execution of this Preferred Securities Guarantee have the same meaning when used
in  this  Preferred  Securities  Guarantee,  unless  otherwise  defined  in this
Preferred Securities Guarantee;

         (c)      a term defined anywhere in this Preferred Securities Guarantee
has the same meaning throughout;

         (d)      all  references  to  "the  Preferred Securities Guarantee"  or
"this Preferred Securities Guarantee" are to this Preferred Securities Guarantee
as modified, supplemented or amended from time to time;
<PAGE>

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

         (f)      a term defined in the Trust Indenture Act has the same meaning
when used in this Preferred  Securities  Guarantee,  unless otherwise defined in
this Preferred  Securities  Guarantee or unless the context otherwise  requires;
and

         (g)      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.

         "Business Day" means any day other than a Saturday or a Sunday or a day
          ------------
on which federal or state banking institutions in the Borough of Manhattan,  the
City of New  York  are  authorized  or  required  by  law,  executive  order  or
regulation  to  close  or a day on  which  the  Corporate  Trust  Office  of the
Guarantee Trustee is closed for business.

         "Code" means the Internal Revenue Code of 1986, as amended.
          ----

         "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  Preferred  Securities  Guarantee  is located at 38  Fountain
Square Plaza,  MD10AT60,  Cincinnati,  Ohio, 45202,  Attention:  Corporate Trust
Department.

         "Covered  Person"  means any Holder or  beneficial  owner of  Preferred
          ---------------
Securities.

         "Debentures" means the 8.15% Subordinated Debentures due June 30, 2033,
          ----------
of the Debenture Issuer held by the Property Trustee of the Trust.

         "Debenture Issuer" means the Guarantor.
          ----------------

         "Event of  Default"  means a  default  by the  Guarantor  on any of its
          -----------------
payments or other obligations under this Preferred Securities Guarantee.

         "Guarantee  Payments"  means the following  payments or  distributions,
          -------------------
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Trust:  (i) any  accrued and unpaid  Distributions  that are
required to be paid on such Preferred Securities,  to the extent the Trust shall
have funds available therefor,  (ii) the redemption price, including all accrued
and unpaid  Distributions to the date of redemption (the "Redemption Price"), to
                                                          ----------------
the extent the Trust has funds available therefor, with respect to any Preferred
Securities  called for  redemption  by the Trust,  and (iii) upon a voluntary or
involuntary  dissolution,  winding-up or termination of the Trust (other than in
connection  with the  distribution  of the Debentures to the Holders in exchange
for the Preferred Securities as provided in the Trust Agreement),  the lesser of
(A)  the  aggregate  of the  Liquidation  Amount  and  all  accrued  and  unpaid
Distributions on the Preferred  Securities to the date of payment, to the extent
the Trust shall have funds available therefor (the "Liquidation  Distribution"),
                                                    -------------------------
and (B) the amount of assets of the Trust remaining  available for  distribution
to Holders in liquidation of the Trust.
<PAGE>

         "Guarantee Trustee" means Fifth Third Bank, until a Successor Guarantee
          -----------------
Trustee has been  appointed  and has accepted such  appointment  pursuant to the
terms of this  Preferred  Securities  Guarantee and  thereafter  means each such
Successor Guarantee Trustee.

         "Guarantor" means First Banks, Inc., a Missouri corporation.
          ---------

         "Holder"  means a  Person  in whose  name a  Preferred  Security  is or
          ------
Preferred  Securities  are  registered  in the  Securities  Register;  provided,
however, that, in determining whether the holders of the requisite percentage of
the  Preferred  Securities  have given any  request,  notice,  consent or waiver
hereunder,  "Holder" shall not include the Guarantor,  the Guarantee  Trustee or
any of their respective Affiliates.

         "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 April 1, 2003,  among the
          ---------
Debenture   Issuer  and  Fifth  Third  Bank,  as  trustee,   and  any  indenture
supplemental  thereto  pursuant to which the  Debentures are to be issued to the
Property Trustee of the Trust.

         "Liquidation  Amount"  means  the  stated  value  of $25 per  Preferred
          -------------------
Security.

         "Liquidation  Distribution"  has the meaning  provided  therefor in the
          -------------------------
definition of Guarantee Payments.

         "List of  Holders"  has the  meaning  set forth in Section  2.2 of this
          ----------------
Preferred Securities Guarantee.

         "Majority in Liquidation Amount of the Preferred  Securities" means the
          -----------------------------------------------------------
Holders of more than 50% of the  Liquidation  Amount  (plus  accrued  and unpaid
Distributions  to the date upon which the voting  percentages are determined) of
all of the Preferred Securities.

         "Officers'   Certificate"   means,   with  respect  to  any  Person,  a
          -----------------------
certificate  signed by two authorized  officers of such Person,  at least one of
whom shall be the principal  executive  officer,  principal  financial  officer,
principal  accounting  officer,  treasurer or any vice president of such Person.
Any Officers'  Certificate delivered with respect to compliance with a condition
or covenant provided for in this Preferred Securities Guarantee shall include:

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

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

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

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

         "Preferred  Securities"  means the  8.15%  Cumulative  Trust  Preferred
          ---------------------
Securities  representing  undivided  beneficial  interests  in the assets of the
Trust  which  rank pari  passu  with  Common  Securities  issued  by the  Trust;
provided,  however,  that upon the occurrence  and during the  continuance of an
Event of  Default,  the  rights of holders  of Common  Securities  to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of Preferred Securities.

         "Redemption  Price" has the meaning provided therefor in the definition
          -----------------
of Guarantee Payments.

         "Responsible Officer" means, with respect to the Guarantee Trustee, any
          -------------------
officer within the Corporate  Trust Office of the Guarantee  Trustee with direct
responsibility  for the administration of this Preferred  Securities  Guarantee,
including any vice-president,  any assistant vice-president,  the secretary, any
assistant secretary,  the treasurer, any assistant treasurer 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.

         "Securities  Register"  and  "Securities  Registrar"  have the meanings
          --------------------         ---------------------
assigned to such terms as in the Trust Agreement (as defined in the Indenture).

         "Successor  Guarantee  Trustee"  means a  successor  Guarantee  Trustee
          -----------------------------
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

         "Trust  Indenture  Act"  means  the  Trust  Indenture  Act of 1939,  as
          ---------------------
amended,  as in  force  at the  date of  which  this  instrument  was  executed;
provided,  however,  that in the  event  the  Trust  Indenture  Act of 1939,  as
amended,  is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939, as so amended.

                                   ARTICLE II
                               TRUST INDENTURE ACT

         Section 2.1     Trust Indenture Act; Application.

         (a)      This  Preferred   Securities  Guarantee  is  subject  to   the
provisions  of the  Trust  Indenture  Act that are  required  to be part of this
Preferred Securities Guarantee and shall, to the extent applicable,  be governed
by such provisions.
<PAGE>

         (b)      If  and  to  the  extent  that any provision of this Preferred
Securities  Guarantee  limits, qualifies or conflicts with the duties imposed by
Section  310  to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

         Section 2.2     List of Holders of Securities.

         (a)      In  the event the Guarantee Trustee is not also the Securities
Registrar,  the Guarantor  shall  provide the Guarantee  Trustee with a list, in
such form as the  Guarantee  Trustee may  reasonably  require,  of the names and
addresses of the Holders of the Preferred  Securities (the "List of Holders") as
                                                            ---------------
of such date,  (i) within one Business  Day after  January 1 and June 30 of each
year, and (ii) at any other time within 30 days of receipt by the Guarantor of a
written  request  for a List of Holders as of a date no more than  fifteen  (15)
days before such List of Holders is given to the  Guarantee  Trustee;  provided,
that the Guarantor shall not be obligated to provide such List of Holders at any
time the List of Holders  does not differ  from the most  recent List of Holders
given to the  Guarantee  Trustee by the  Guarantor.  The  Guarantee  Trustee may
destroy any List of Holders  previously  given to it on receipt of a new List of
Holders.

         (b)      The  Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

         Section 2.3     Reports  by  the  Guarantee  Trustee. On or before July
15 of each year,  the  Guarantee  Trustee  shall  provide to the  Holders of the
Preferred  Securities  such  reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner  provided by Section 313 of
the Trust  Indenture  Act.  The  Guarantee  Trustee  shall also  comply with the
requirements of Section 313(d) of the Trust Indenture Act.

         Section 2.4     Periodic  Reports   to   the  Guarantee  Trustee.   The
Guarantor  shall provide to the Guarantee  Trustee such  documents,  reports and
information as required by Section 314 (if any) and the  compliance  certificate
required by Section 314 of the Trust  Indenture  Act in the form,  in the manner
and at the times required by Section 314 of the Trust Indenture Act.

         Section 2.5     Evidence  of  Compliance with Conditions Precedent. The
Guarantor  shall  provide to the  Guarantee  Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Preferred Securities
Guarantee  that relate to any of the matters set forth in Section  314(c) of the
Trust  Indenture  Act.  Any  certificate  or opinion  required to be given by an
officer  pursuant to Section  314(c)(1) may be given in the form of an Officers'
Certificate.

         Section 2.6     Events  of  Default;  Waiver. The Holders of a Majority
in Liquidation Amount of the Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities,  waive any past Event of Default and
its  consequences.  Upon such waiver,  any such Event of Default  shall cease to
exist,  and any Event of Default arising  therefrom shall be deemed to have been
cured,  for every purpose of this Preferred  Securities  Guarantee,  but no such
waiver shall extend to any  subsequent  or other  default or Event of Default or
impair any right consequent thereon.
<PAGE>

         Section 2.7     Event of Default; Notice.

         (a)      The Guarantee Trustee shall, within ninety (90) days after the
occurrence  of an Event  of  Default,  transmit  by mail,  first  class  postage
prepaid,  to the Holders of the Preferred  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, that,
except in the case of a default by Guarantor on any of its payment  obligations,
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
Preferred 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, or of which a Responsible  Officer of the Guarantee Trustee charged with
the  administration  of the Trust Agreement shall have obtained actual knowledge
of such Event of Default.

         Section 2.8     Conflicting  Interests.  The  Trust  Agreement shall be
deemed to be specifically  described in this Preferred  Securities Guarantee for
the purposes of clause (i) of the first proviso  contained in Section  310(b) of
the Trust Indenture Act.

                                   ARTICLE III
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

         Section 3.1     Powers and Duties of the Guarantee Trustee.

         (a)      This  Preferred  Securities  Guarantee  shall  be  held by the
Guarantee  Trustee for the benefit of the Holders of the  Preferred  Securities,
and the Guarantee Trustee shall not transfer this Preferred Securities Guarantee
to any Person  except a Holder of  Preferred  Securities  exercising  his or her
rights  pursuant  to  Section  5.4(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 Preferred Securities Guarantee for the benefit of the Holders
of the Preferred Securities.

         (c)       The  Guarantee Trustee, before the occurrence of any Event of
Default  and after the curing of all Events of Default  that may have  occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this Preferred Securities Guarantee, and no implied covenants shall be read into
this Preferred  Securities  Guarantee against the Guarantee Trustee.  In case an
Event of Default  has  occurred  (that has not been cured or waived  pursuant to
Section 2.6) 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 Preferred Securities 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.
<PAGE>

         (d)      No  provision  of this Preferred Securities 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
         Preferred  Securities 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 Preferred Securities Guarantee, and no
         implied  covenants  or  obligations  shall  be read into this Preferred
         Securities 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 Preferred
         Securities 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 Preferred Securities 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 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  direction  of  the  Holders  of  not less than a
         Majority in Liquidation Amount of the Preferred  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 Preferred Securities
         Guarantee; and

                  (iv)   no  provision  of  this  Preferred Securities 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  or liability is not reasonably assured to it
         under  the  terms  of this Preferred Securities Guarantee or indemnity,
         reasonably satisfactory  to the Guarantee Trustee, against such risk or
         liability is not reasonably assured to it.
<PAGE>

         Section 3.2     Certain Rights of the Guarantee Trustee.

         (a)      Subject to the provisions of Section 3.1:

                  (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  Preferred Securities Guarantee shall be sufficiently evidenced by
         an Officers' Certificate;

                  (iii)  whenever,  in  the  administration  of  this  Preferred
         Securities 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 Officers'
         Certificate  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
         rerecording, refiling or registration thereof);

                  (v)    the Guarantee Trustee may consult with counsel, and the
         written 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 Preferred
         Securities 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 Preferred
         Securities  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 c omplying with such
         request or  direction,  including  such  reasonable  advances as may be
         requested by the Guarantee Trustee; provided that, nothing contained in
         this  Section 3.2(a)(vi)  shall  be  taken  to  relieve  the  Guarantee
         Trustee,  upon the occurrence and during the continuance of an Event of
         Default, of  its obligation to exercise the rights and powers vested in
         it by this Preferred Securities 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;
<PAGE>

                  (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)   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 Preferred Securities
         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  Preferred
         Securities 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 Preferred 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.

         (b)      No  provision  of this Preferred Securities 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 3.3     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 Preferred  Securities
Guarantee.

                                   ARTICLE IV
                                GUARANTEE TRUSTEE

         Section 4.1     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 or any state or territory  thereof  or of the
         District of  Columbia,  or a  corporation  or  Person  permitted by the
         Securities and Exchange Commission to act as  an institutional  trustee
         under the Trust Indenture Act,  authorized  under such laws to exercise
         corporate  trust  powers,  having  (or  the  obligations  of which  are
         guaranteed by an entity  having) a  combined  capital and surplus of at
         least  $50,000,000,  and  subject to  supervision   or  examination  by
         federal, state, territorial or District of Columbia authority.  If such

<PAGE>

         corporation,  trust company or national banking 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 4.1(a)(ii), the  combined
         capital and  surplus of such  corporation,  trust  company  or national
         banking  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 4.1(a), the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 4.2(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  and the  Guarantor  shall in all  respects  comply  with the
provisions of Section 310(b) of the Trust Indenture Act.

         Section 4.2     Appointment,   Removal  and  Resignation  of  Guarantee
Trustee.

         (a)      Subject  to  Section 4.2(b),  the  Guarantee  Trustee  may  be
appointed or removed without cause at any time by the Guarantor.

         (b)      The  Guarantee Trustee shall not be removed in accordance with
Section  4.2(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 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 4.2 within sixty (60) days
after delivery to the Guarantor of an instrument of  resignation,  the resigning
Guarantee  Trustee  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  Preferred Securities Guarantee or
removal or  resignation of the Guarantee  Trustee  pursuant to this Section 4.2,
the Guarantor shall pay to the Guarantee  Trustee all fees and expenses  accrued
to the date of such termination, removal or resignation.
<PAGE>

                                    ARTICLE V
                                    GUARANTEE

         Section 5.1     Guarantee.    The     Guarantor     irrevocably     and
unconditionally  agrees to pay in full to the  Holders  the  Guarantee  Payments
(without duplication of amounts theretofore paid by the Trust), as and when due,
regardless of any defense,  right of set-off or counterclaim  that the Trust 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 Trust to pay such amounts to the Holders.

         Section 5.2     Waiver   of   Notice   and Demand. The Guarantor hereby
waives notice of acceptance of this  Preferred  Securities  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 Trust 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 5.3     Obligations  not  Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Preferred Securities 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 Trust of any express or implied  agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Trust;

         (b)      the  extension  of time for the payment by the Trust of all or
any portion of the Distributions,  Redemption Price, Liquidation Distribution or
any  other  sums  payable  under the terms of the  Preferred  Securities  or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the Preferred  Securities (other than an extension of
time for payment of Distributions, 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  Preferred
Securities,  or any  action  on the part of the  Trust  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 Trust or any of the assets of
the Trust;

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

         (f)      any  failure or omission to receive any regulatory approval or
consent  required in  connection  with the Preferred  Securities  (or the common
equity  securities  issued by the Trust),  including  the failure to receive any
approval of the Board of Governors of the Federal  Reserve  System  required for
the redemption of the Preferred Securities;
<PAGE>

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

         (h)      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 5.3 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 5.4     Rights of Holders.

         (a)      The  Holders  of  a  Majority  in  Liquidation  Amount of  the
Preferred  Securities  have the right to direct  the time,  method  and place of
conducting of any proceeding for any remedy  available to the Guarantee  Trustee
in respect of this  Preferred  Securities  Guarantee or exercising  any trust or
power  conferred  upon the  Guarantee  Trustee under this  Preferred  Securities
Guarantee.

         (b)      Any Holder of Preferred Securities may institute and prosecute
a legal  proceeding  directly  against the Guarantor to enforce its rights under
this Preferred Securities Guarantee, without first instituting and prosecuting a
legal proceeding against the Trust, the Guarantee Trustee or any other Person.

         Section 5.5     Guarantee   of   Payment.   This  Preferred  Securities
Guarantee creates a guarantee of payment and not of collection.

         Section 5.6     Subrogation. The  Guarantor  shall be subrogated to all
(if any) rights of the Holders of the Preferred  Securities against the Trust in
respect  of any  amounts  paid to  such  Holders  by the  Guarantor  under  this
Preferred Securities 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 Preferred Securities Guarantee,  if, at the time of any such payment,
any amounts are due and unpaid under this Preferred Securities 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 5.7     Independent  Obligations.  The  Guarantor  acknowledges
that its  obligations  hereunder are independent of the obligations of the Trust
with respect to the Preferred Securities, and that the Guarantor shall be liable
as principal and as debtor hereunder to make Guarantee  Payments pursuant to the
terms of this Preferred Securities  Guarantee  notwithstanding the occurrence of
any event referred to in subsections (a) through (h), inclusive,  of Section 5.3
hereof.
<PAGE>

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         Section 6.1     Limitation  on  Transactions.  So long as any Preferred
Securities remain outstanding, if there shall have occurred and be continuing an
Event of Default under this Preferred Securities Guarantee,  an event of default
under the Trust  Agreement  or during an  Extension  Period  (as  defined in the
Indenture),  then (a)  neither the  Guarantor  nor any of its  Subsidiaries  (as
defined  in the  Indenture)  shall  declare  or pay any  dividend  on,  make any
distributions  with  respect  to,  or  redeem,  purchase,   acquire  or  make  a
liquidation  payment with respect to, any of its capital  stock (as such term is
defined in the  Indenture),  except as  permitted in such  circumstances  by the
Indenture;  (b) the Guarantor shall not make any payment of interest,  principal
or premium, if any, or repay, repurchase or redeem any debt securities issued by
the  Guarantor  which rank pari passu with  (including  without  limitation  the
Guarantor's  9.25%  Subordinated  Debentures due 2027 issued to First  Preferred
Capital Trust I, the Guarantor's 10.24% Subordinated  Debentures due 2030 issued
to First  Preferred  Capital  Trust II and the  Guarantor's  9.00%  Subordinated
Debentures  due 2031 issued to First  Preferred  Capital Trust III) or junior to
the  Debentures or make any guarantee  payments with respect to any guarantee of
the Guarantor of the debt  securities of any Subsidiary of the Guarantor if such
guarantee ranks pari passu with or junior to the Debentures, other than payments
under this  Preferred  Securities  Guarantee;  and (c) the  Guarantor  shall not
redeem,  purchase or acquire less than all of the Outstanding  Debentures or any
of the Preferred Securities.

         Section 6.2     Ranking.  This   Preferred  Securities  Guarantee  will
constitute an unsecured  obligation  of the Guarantor and will rank  subordinate
and  junior  in right of  payment  to all  Senior  Debt,  Subordinated  Debt and
Additional Senior Obligations (as defined in the Indenture) of the Guarantor, to
the  extent and in the manner  set forth in the  Indenture,  and the  applicable
provisions  of  the  Indenture  will  apply  in  all  relevant  respects  to the
obligations of the Guarantor hereunder.

                                   ARTICLE VII
                                   TERMINATION

         Section 7.1     Termination. This Preferred Securities  Guarantee shall
terminate  upon (a) full payment of the  Redemption  Price of all the  Preferred
Securities, (b) full payment of the amounts payable in accordance with the Trust
Agreement upon  liquidation of the Trust, or (c)  distribution of the Debentures
to the Holders of the Preferred Securities.  Notwithstanding the foregoing, this
Preferred  Securities  Guarantee  shall  continue  to be  effective  or shall be
reinstated,  as the  case  may  be,  if at any  time  any  Holder  of  Preferred
Securities must restore payment of any sums paid under the Preferred  Securities
or under this Preferred Securities Guarantee.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         Section 8.1     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
Preferred  Securities  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 Preferred Securities 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.
<PAGE>

         (b)      An  Indemnified  Person shall be fully protected in relying in
good  faith  upon  the  records  of the  Guarantor  and upon  such  information,
opinions,  reports or statements  presented to 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 has been  selected  with
reasonable  care  by or on  behalf  of  the  Guarantor,  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 the  Holders  of the  Preferred
Securities might properly be paid.

         Section 8.2     Indemnification.  The   Guarantor  agrees  to indemnify
each  Indemnified  Person  for,  and to hold each  Indemnified  Person  harmless
against, any loss, liability or expense incurred without negligence or bad faith
on  its  part,   arising  out  of  or  in  connection  with  the  acceptance  or
administration  of the  trust or  trusts  hereunder,  including  the  costs  and
expenses  (including  reasonable  legal fees and  expenses) of defending  itself
against,  or  investigating,  any  claim or  liability  in  connection  with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 8.2 shall survive the  termination  of
this Preferred Securities Guarantee.

                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 9.1     Successors and Assigns.  All  guarantees and agreements
contained in this  Preferred  Securities  Guarantee  shall bind the  successors,
assigns,  receivers,  trustees and  representatives  of the  Guarantor and shall
inure  to  the  benefit  of  the  Holders  of  the  Preferred   Securities  then
outstanding.

         Section 9.2     Amendments.  Except  with  respect  to any changes that
do not materially and adversely  affect the rights of the Holders (in which case
no consent of the Holders will be required), this Preferred Securities Guarantee
may only be  amended  with  the  prior  approval  of the  Holders  of at least a
Majority in Liquidation  Amount of the Preferred  Securities.  The provisions of
Article VI of the Trust Agreement with respect to meetings of the Holders of the
Preferred Securities apply to the giving of such approval.

         Section 9.3     Notices.  All  notices  provided  for in this Preferred
Securities  Guarantee  shall be in writing, duly signed by the party giving such
notice, and  shall be delivered, telecopied or mailed by registered or certified
mail, as follows:
<PAGE>

         (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 Preferred Securities):

                           Fifth Third Bank
                           1209 North Milwaukee Ave.
                           Chicago, IL  60622
                           Attention:  Ms. Sheetal Shah

         (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 Preferred Securities):

                           First Banks, Inc.
                           600 James S. McDonnell Boulevard
                           Mail Code 014
                           Hazelwood, Missouri  63042
                           Attention: Chief Financial Officer

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

         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 9.4     Benefit.  This   Preferred   Securities   Guarantee  is
solely for the benefit of the Holders of the Preferred  Securities and,  subject
to Section 3.1(a), is not separately transferable from the Preferred Securities.

         Section 9.5     Governing Law.   THIS  PREFERRED  SECURITIES  GUARANTEE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF MISSOURI.



         [The remainder of this page has been left blank intentionally]





<PAGE>






         IN WITNESS WHEREOF,  this Preferred Securities Guarantee is executed as
of the day and year first above written.


                      FIRST BANKS, INC.


                      By:
                         -------------------------------------------------------
                      Its:
                          ------------------------------------------------------



                      FIFTH THIRD BANK, as Property Trustee


                      By:
                         -------------------------------------------------------
                      Its:
                          ------------------------------------------------------





<PAGE>

                                                                   Exhibit 10.22





















================================================================================



                                FIRST BANKS, INC.

                                       AND

                          FIFTH THIRD BANK, AS TRUSTEE

                                    INDENTURE

                     8.15% SUBORDINATED DEBENTURES DUE 2033

                            DATED AS OF APRIL 1, 2003



================================================================================







<PAGE>
<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                     <C>
ARTICLE I DEFINITIONS....................................................................................1
     Section 1.1.     Definitions of Terms...............................................................1

ARTICLE II ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION AND EXCHANGE OF THE DEBENTURES...........10
     Section 2.1.     Designation and Principal Amount..................................................10
     Section 2.2.     Maturity..........................................................................10
     Section 2.3.     Form and Payment..................................................................11
     Section 2.4.     [Intentionally Omitted]...........................................................11
     Section 2.5.     Interest..........................................................................11
     Section 2.6.     Execution and Authentication......................................................12
     Section 2.7.     Registration of Transfer and Exchange.............................................13
     Section 2.8.     Temporary Debentures..............................................................13
     Section 2.9.     Mutilated, Destroyed, Lost or Stolen Debentures...................................14
     Section 2.10.    Cancellation......................................................................15
     Section 2.11.    Benefit of Indenture..............................................................15
     Section 2.12.    Authenticating Agent..............................................................15

ARTICLE III REDEMPTION OF DEBENTURES....................................................................16
     Section 3.1.     Redemption........................................................................16
     Section 3.2.     Special Event Redemption..........................................................16
     Section 3.3.     Optional Redemption by the Company................................................16
     Section 3.4.     Notice of Redemption..............................................................17
     Section 3.5.     Payment Upon Redemption...........................................................18
     Section 3.6.     No Sinking Fund...................................................................18

ARTICLE IV EXTENSION OF INTEREST PAYMENT PERIOD.........................................................18
     Section 4.1.     Extension of Interest Payment Period..............................................18
     Section 4.2.     Notice of Extension...............................................................19
     Section 4.3.     Limitation on Transactions........................................................19

ARTICLE V PARTICULAR COVENANTS OF THE COMPANY...........................................................20
     Section 5.1.     Payment of Principal and Interest.................................................20
     Section 5.2.     Maintenance of Agency.............................................................20
     Section 5.3.     Paying Agents.....................................................................21
     Section 5.4.     Appointment to Fill Vacancy in Office of Trustee..................................21
     Section 5.5.     Compliance with Consolidation Provisions..........................................21
     Section 5.6.     Limitation on Transactions........................................................22
     Section 5.7.     Covenants as to the Trust.........................................................22
     Section 5.8.     Covenants as to Purchases.........................................................23
     Section 5.9.     Waiver of Usury; Stay or Extension Laws...........................................23
     Section 5.10.    Limitation on Additional Junior Indebtedness......................................23
<PAGE>

ARTICLE VI DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE...........................25
     Section 6.1.     Company to Furnish the Trustee Names and Addresses of
                      Debentureholders..................................................................25
     Section 6.2.     Preservation of Information Communications with the Debentureholders..............25
     Section 6.3.     Reports by the Company............................................................25
     Section 6.4.     Reports by the Trustee............................................................26

ARTICLE VII REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT............................26
     Section 7.1.     Events of Default.................................................................26
     Section 7.2.     Collection of Indebtedness and Suits for Enforcement by Trustee...................28
     Section 7.3      Application of Money Collected....................................................29
     Section 7.4.     Limitation on Suits...............................................................29
     Section 7.5.     Rights and Remedies Cumulative; Delay or Omission Not Waiver......................30
     Section 7.6.     Control by Debentureholders.......................................................30
     Section 7.7.     Undertaking to Pay Costs..........................................................31
     Section 7.8.     Direct Action; Right of Set-Off...................................................31

ARTICLE VIII FORM OF DEBENTURE AND ORIGINAL ISSUE.......................................................32
     Section 8.1.     Form of Debenture.................................................................32
     Section 8.2.     Original Issue of the Debentures..................................................32

ARTICLE IX CONCERNING THE TRUSTEE.......................................................................32
     Section 9.1.     Certain Duties and Responsibilities of the Trustee................................32
     Section 9.2.     Notice of Defaults................................................................33
     Section 9.3.     Certain Rights of Trustee.  Except as otherwise provided in Section 9.1:..........33
     Section 9.4.     Trustee Not Responsible for Recitals, etc.........................................34
     Section 9.5.     May Hold the Debentures...........................................................35
     Section 9.6.     Money Held in Trust...............................................................35
     Section 9.7.     Compensation and Reimbursement....................................................35
     Section 9.8.     Reliance on Officers' Certificate.................................................35
     Section 9.9.     Disqualification; Conflicting Interests...........................................36
     Section 9.10.    Corporate Trustee Required; Eligibility...........................................36
     Section 9.11.    Resignation and Removal; Appointment of Successor.................................36
     Section 9.12.    Acceptance of Appointment by Successor............................................37
     Section 9.13.    Merger, Conversion, Consolidation or Succession to Business.......................38
     Section 9.14.    Preferential Collection of Claims Against the Company.............................38

ARTICLE X CONCERNING THE DEBENTUREHOLDERS...............................................................38
     Section 10.1.    Evidence of Action by Holders.....................................................38
     Section 10.2.    Proof of Execution by Debentureholders............................................39
     Section 10.3.    Who May be Deemed Owners..........................................................39
     Section 10.4.    Certain Debentures Owned by Company Disregarded...................................39
     Section 10.5.    Actions Binding on Future Debentureholders........................................40

ARTICLE XI SUPPLEMENTAL INDENTURES......................................................................40
     Section 11.1.    Supplemental Indentures Without the Consent of Debentureholders...................40
     Section 11.2.    Supplemental Indentures with Consent of Debentureholders..........................41
     Section 11.3.    Effect of Supplemental Indentures.................................................41
     Section 11.4.    The Debentures Affected by Supplemental Indentures................................41
     Section 11.5.    Execution of Supplemental Indentures..............................................42
<PAGE>

ARTICLE XII SUCCESSOR CORPORATION.......................................................................42
     Section 12.1.    Company May Consolidate, etc......................................................42
     Section 12.2.    Successor Corporation Substituted.................................................43
     Section 12.3.    Evidence of Consolidation, etc. to Trustee........................................43

ARTICLE XIII SATISFACTION AND DISCHARGE.................................................................43
     Section 13.1.    Satisfaction and Discharge of Indenture...........................................43
     Section 13.2.    Discharge of Obligations..........................................................44
     Section 13.3.    Deposited Money to be Held in Trust...............................................44
     Section 13.4.    Payment of Money Held by Paying Agents............................................44
     Section 13.5.    Repayment to the Company..........................................................44

ARTICLE XIV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.............................44
     Section 14.1.    No Recourse.......................................................................44

ARTICLE XV MISCELLANEOUS PROVISIONS.....................................................................45
     Section 15.1.    Effect on Successors and Assigns..................................................45
     Section 15.2.    Actions by Successor..............................................................45
     Section 15.3.    Surrender of Company Powers.......................................................45
     Section 15.4.    Notices...........................................................................45
     Section 15.5.    Governing Law.....................................................................45
     Section 15.6.    Treatment of Debentures as Debt...................................................46
     Section 15.7.    Compliance Certificates and Opinions..............................................46
     Section 15.8.    Payments on Business Days.........................................................46
     Section 15.9.    Conflict with Trust Indenture Act.................................................46
     Section 15.10. Counterparts........................................................................46
     Section 15.11. Separability........................................................................46
     Section 15.12. Assignment..........................................................................47
     Section 15.13. Acknowledgment of Rights............................................................47

ARTICLE XVI SUBORDINATION OF THE DEBENTURES.............................................................47
     Section 16.1.    Agreement to Subordinate..........................................................47
     Section 16.2     Default on Senior Debt, Subordinated Debt or Additional
                      Senior Obligations................................................................47
     Section 16.3.    Liquidation; Dissolution; Bankruptcy..............................................48
     Section 16.4.    Subrogation.......................................................................49
     Section 16.5.    Trustee to Effectuate Subordination...............................................50
     Section 16.6.    Notice by the Company.............................................................50
     Section 16.7.    Rights of the Trustee; Holders of the Senior Indebtedness.........................51
     Section 16.8.    Subordination May Not be Impaired.................................................51
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                         CROSS-REFERENCE TABLE

Section of
Trust Indenture Act                                                                              Section of
of 1939, as amended                                                                              Indenture
-------------------                                                                              ---------

<C>                                                                                                           <C>
310(a).........................................................................................................9.10
310(b)....................................................................................................9.9, 9.11
310(c)...............................................................................................Not Applicable
311(a).........................................................................................................9.14
311(b).........................................................................................................9.14
311(c)...............................................................................................Not Applicable
312(a)................................................................................................. 6.1, 6.2(a)
312(b)...................................................................................................... 6.2(c)
312(c)...................................................................................................... 6.2(c)
313(a)...................................................................................................... 6.4(a)
313(b)...................................................................................................... 6.4(b)
313(c)...............................................................................................6.4(a), 6.4(b)
313(d).......................................................................................................6.4(c)
314(a).......................................................................................................6.3(a)
314(b)...............................................................................................Not Applicable
314(c).........................................................................................................15.7
314(d)...............................................................................................Not Applicable
314(e).........................................................................................................15.7
314(f)...............................................................................................Not Applicable
315(a)..................................................................................................9.1(a), 9.3
315(b)..........................................................................................................9.2
315(c).......................................................................................................9.1(a)
315(d).......................................................................................................9.1(b)
315(e)..........................................................................................................7.7
316(a).....................................................................................................1.1, 7.6
316(b).......................................................................................................7.4(b)
316(c)......................................................................................................10.1(b)
317(a)..........................................................................................................7.2
317(b)..........................................................................................................5.3
318(a).........................................................................................................15.9

Note: This Cross-Reference Table does not constitute part of this Indenture and shall not affect the interpretation
of any of its terms or provisions.
</TABLE>



<PAGE>



                                    INDENTURE

         INDENTURE,  dated as of April 1, 2003,  between  FIRST  BANKS,  INC., a
Missouri corporation (the "Company") and FIFTH THIRD BANK, a bank duly organized
                           -------
and   existing   under the  laws of the  United  States of  America,  as trustee
(the "Trustee");
      -------

                                    RECITALS

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the  execution  and  delivery of this  Indenture  to provide for the
issuance of securities to be known as its 8.15% Subordinated Debentures due 2033
(hereinafter  referred to as the  "Debentures"),  the form and substance of such
                                   ----------
Debentures and the terms,  provisions and conditions  thereof to be set forth as
provided in this Indenture;

         WHEREAS,  First Preferred Capital Trust IV, a Delaware  statutory trust
(the  "Trust"),  has  offered to the public  $40,000,000  aggregate  liquidation
       -----
amount of its  Preferred  Securities  (as defined  herein)  ($46,000,000  if the
Underwriters  exercise their Option (as defined  herein)) and proposes to invest
the proceeds from such offering,  together with the proceeds of the issuance and
sale by the Trust to the Company of $1,237,125  aggregate  liquidation amount of
its Common  Securities  (as  defined  herein)  ($1,422,700  if the  Underwriters
exercise  their  Option),  in  $41,237,125  aggregate  principal  amount  of the
Debentures ($47,422,700 if the Underwriters exercise their Option); and

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture; and

         WHEREAS,  all  requirements  necessary  to make this  Indenture a valid
instrument  in  accordance  with its  terms,  and to make the  Debentures,  when
executed by the Company and  authenticated  and  delivered by the  Trustee,  the
valid  obligations of the Company,  have been  performed,  and the execution and
delivery of this Indenture have been duly authorized in all respects; and

         WHEREAS,  to provide the terms and conditions upon which the Debentures
are to be authenticated,  issued and delivered,  the Company has duly authorized
the execution of this Indenture; and

         WHEREAS,  all things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

         NOW,  THEREFORE,  in  consideration of the premises and the purchase of
the Debentures by the Trust, it is mutually covenanted and agreed as follows for
the equal and ratable benefit of the holders of the Debentures:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1    Definitions of Terms. The terms defined in this  Section
1.1  (except as in this  Indenture  otherwise  expressly  provided or unless the
context  otherwise  requires)  for all  purposes  of this  Indenture  and of any
indenture  supplemental  hereto shall have the respective  meanings specified in
this Section 1.1 and shall include the plural as well as the singular. All other
terms used in this  Indenture  that are defined in the Trust  Indenture  Act, or
that are by reference in the Trust  Indenture Act defined in the  Securities Act
(except as herein otherwise  expressly  provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in the Trust Indenture
Act and in the  Securities  Act as in force at the date of the execution of this
instrument.  All  accounting  terms used herein and not expressly  defined shall
have the meanings  assigned to such terms in accordance with Generally  Accepted
Accounting Principles.
<PAGE>

         "Accelerated  Maturity  Date" means if the Company elects to accelerate
          ---------------------------
the Maturity Date in accordance  with Section  2.2(b),  the date selected by the
Company which is prior to the  Scheduled  Maturity  Date,  but is after June 30,
2008.

         "Additional Junior Indebtedness"  means,  without duplication,  (A) any
          ------------------------------
indebtedness,  liabilities or  obligations of the Company,  or any Subsidiary of
the Company, under debt securities (or guarantees in respect of debt securities)
initially  issued to any trust,  or a trustee of a trust,  partnership  or other
entity  affiliated with the Company that is,  directly or indirectly,  a finance
subsidiary (as such term is defined in Rule 3a-5) under the  Investment  Company
Act (or any successor Rule applicable  thereto)) or other  financing  vehicle of
the Company or any Subsidiary of the Company in connection  with the issuance by
that entity of preferred  securities  or other  securities  that are intended to
qualify  for Tier 1  capital  treatment  (or the then  equivalent  thereof)  for
purposes of the capital adequacy  guidelines of the Federal Reserve,  as then in
effect and  applicable  to the  Company,  other than the  Debentures;  provided,
however,  that the  inability  of the Company to treat all or any portion of the
Additional  Junior  Indebtedness  as Tier 1 capital  shall not  disqualify it as
Additional Junior Indebtedness if such inability results from the Company having
cumulative preferred stock, minority interests in consolidated subsidiaries,  or
any other class of security or interest to which the Federal Reserve now accords
or may hereafter accord Tier 1 capital  treatment  (including the Debentures) in
excess of the amount  which may qualify for  treatment  as Tier 1 capital  under
applicable  capital  adequacy  guidelines  of the  Federal  Reserve  and (B) any
indebtedness,  liabilities or  obligations of the Company,  or any Subsidiary of
the  Company,  that is junior or  otherwise  subordinate  in right of payment to
Senior  Indebtedness  of the Company and that has a maturity or is otherwise due
and  payable by the  Company on a date twelve (12) months or more after its date
of original issuance, other than the Debentures.

         "Additional  Payments"  shall  have the  meaning  set forth in  Section
          --------------------
2.5(c).

         "Additional  Senior  Obligations" means all indebtedness of the Company
          -------------------------------
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  for claims in respect of  derivative  products  such as interest  and
foreign exchange rate contracts,  commodity contracts and similar  arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior  Debt or  Subordinated  Debt or  obligations  which,  by their
terms,  are  expressly  stated to be not  superior  in right of  payment  to the
Debentures  or to rank  pari  passu  in right of  payment  with the  Debentures,
including the Company's 9.25%  Subordinated  Debentures due 2027 issued to First
Preferred Capital Trust I, the Company's 10.24% Subordinated Debentures due 2030
issued to First  Preferred  Capital Trust II, the Company's  9.00%  Subordinated
Debentures due 2031 issued to First  Preferred  Capital Trust III, the Company's
Floating Rate Junior  Subordinated Debt Securities due 2032 issued to First Bank
Capital Trust, and by virtue of First Banks America, Inc.'s merger with and into
the Company,  the First Banks America,  Inc. 8.50%  Subordinated  Debentures due
2028 issued to First America  Capital  Trust.  For purposes of this  definition,
"claim" shall have the meaning  assigned thereto in Section 101(4) of the United
States Bankruptcy Code of 1978, as amended.
<PAGE>

         "Administrative Trustees" shall have the meaning set forth in the Trust
          -----------------------
Agreement.

         "Affiliate"  means, with respect to a specified Person,  (a) any Person
          ---------
directly or indirectly owning,  controlling or holding with power to vote 10% or
more of the outstanding  voting  securities or other ownership  interests of the
specified  Person;  (b)  any  Person  10% or more of  whose  outstanding  voting
securities  or other  ownership  interests  are  directly or  indirectly  owned,
controlled  or held with power to vote by the specified  Person;  (c) any Person
directly or indirectly controlling,  controlled by, or under common control with
the  specified  Person;  (d) a partnership  in which the  specified  Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual,  any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating  Agent" means an  authenticating  agent with respect to
          ---------------------
the  Debentures  appointed  by the  Trustee  pursuant  to Section 2.12.

         "Bankruptcy  Law" means Title 11, U.S. Code, or any similar  federal or
          ---------------
state law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company or any
          ------------------
duly authorized committee of such Board.

         "Board  Resolution"  means  a copy  of a  resolution  certified  by the
          -----------------
Secretary or an Assistant  Secretary of the Company to have been duly adopted by
the Board of  Directors  and to be in full  force and effect on the date of such
certification.

         "Business  Day" means,  with respect to the  Debentures,  any day other
          -------------
than a  Saturday  or a  Sunday  or a day  on  which  federal  or  state  banking
institutions  in the Borough of Manhattan,  the City of New York, are authorized
or required by law,  executive  order or regulation to close,  or a day on which
the Corporate Trust Office of the Trustee or the Property  Trustee is closed for
business.

         "Capital  Treatment  Event"  means the  receipt by the  Company and the
          -------------------------
Trust of an Opinion  of  Counsel,  rendered  by a law firm  having a  recognized
banking law  practice  within a reasonable  period of time after the  applicable
occurrence,  to the  effect  that,  as a result  of any  amendment  to or change
(including  any announced  prospective  change) in the laws (or any  regulations
thereunder)  of the  United  States  or any  political  subdivision  thereof  or
therein, or as a result of any official or administrative pronouncement,  action
or judicial  decision  interpreting or applying such laws or regulations,  which
amendment  or change is  effective  or which  pronouncement,  action or judicial
decision  is  announced  on or  after  the  date of  issuance  of the  Preferred
Securities under the Trust Agreement,  there is more than an insubstantial  risk
of impairment of the Company's ability to treat the aggregate Liquidation Amount
(as  defined  in the  Trust  Agreement)  of the  Preferred  Securities  (or  any
substantial  portion thereof) as Tier 1 capital (or the then equivalent thereof)
for purposes of the capital adequacy  guidelines of the Federal Reserve, as then
in effect and applicable to the Company;  provided,  however,  that the Trust or
the Company  shall have  requested  and received such an Opinion of Counsel with
regard to such matters within a reasonable period of time after the Trust or the
Company shall have become aware of the occurrence or the possible  occurrence of
any of the events described above.
<PAGE>

         "Certificate"   means  a  certificate signed by the principal executive
          -----------
officer,  the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company.  The Certificate need not comply
with the provisions of Section 15.7.

         "Change  in 1940  Act Law"  shall  have the  meaning  set  forth in the
          ------------------------
definition of "Investment Company Event."

         "Commission" means the Securities and Exchange Commission, as from time
          ----------
to time  constituted,  created  under the Exchange Act, or, if at any time after
the execution of this  instrument such Commission is not existing and performing
the duties  now  assigned  to it under the Trust  Indenture  Act,  then the body
performing such duties at such time.

         "Common Securities" means undivided  beneficial interests in the assets
          -----------------
of the Trust  which  rank pari passu with the  Preferred  Securities;  provided,
however,  that upon the  occurrence and during the  continuation  of an Event of
Default, the rights of holders of Common Securities to payment in respect of (i)
distributions, and (ii) payments upon liquidation, redemption and otherwise, are
subordinated to the rights of holders of Preferred Securities.

         "Company"  means First Banks,  Inc., a corporation  duly  organized and
          -------
existing under the laws of the State of Missouri, and, subject to the provisions
of Article XII, shall also include its successors and assigns.

         "Compounded  Interest" shall have the meaning set forth in Section 4.1.
          --------------------

         "Corporate  Trust Office" means the office of the Trustee at which,  at
          -----------------------
any  particular   time,  its  corporate  trust  business  shall  be  principally
administered,  which office at the date hereof is located at 38 Fountain  Square
Plaza, MD10AT60, Cincinnati, Ohio 45202 Attention: Corporate Trust Department.

         "Coupon  Rate"  shall have the  meaning  set forth in  Section  2.5(a).
          ------------

         "Custodian"  means any  receiver,  trustee,  assignee,  liquidator,  or
          ---------
similar official under any Bankruptcy Law.

         "Debentures"  shall have the meaning set forth in the Recitals  hereto.
          ----------

         "Debentureholder,"  "holder of  Debentures,"  "registered  holder,"  or
          ---------------     ---------------------     ------------------
other  similar  term,  means the  Person  or  Persons  in whose  name or names a
particular  Debenture  shall be  registered  on the books of the  Company or the
Trustee kept for that purpose in accordance with the terms of this Indenture.

         "Debenture  Register"  shall  have the  meaning  set  forth in  Section
          -------------------
2.7(b).

         "Debenture  Registrar"  shall  have the  meaning  set forth in  Section
          --------------------
2.7(b).
<PAGE>

         "Debt" means with respect to any Person,  whether recourse is to all or
          ----
a portion of the assets of such Person and whether or not contingent,  (i) every
obligation  of such Person for money  borrowed;  (ii) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or businesses;  (iii) every reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (iv) every  obligation of such Person issued or
assumed as the deferred  purchase  price of property or services (but  excluding
trade accounts payable or accrued  liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) and every
obligation of the type referred to in clauses (i) through (v) of another  Person
and all dividends of another Person the payment of which,  in either case,  such
Person has guaranteed or is responsible  or liable,  directly or indirectly,  as
obligor or otherwise.

         "Default"  means any event,  act or condition that with notice or lapse
          -------
of time, or both, would constitute an Event of Default.

         "Deferred  Payment"  shall have the meaning  set forth in Section  4.1.
          -----------------

         "Direct  Action"  shall  have the  meaning  set forth in  Section  7.8.
          --------------

         "Dissolution  Event"  means  that as a  result  of the  occurrence  and
          ------------------
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust  Agreement and the Debentures  held by the Property  Trustee are to be
distributed to the holders of the Trust Securities  issued by the Trust pro rata
in accordance with the Trust Agreement.

         "Distribution" shall have the meaning set forth in the Trust Agreement.
          ------------

         "Event of Default"  means,  with respect to the  Debentures,  any event
          ----------------
specified in Section 7.1,  which has  continued  for the period of time, if any,
and after the giving of the notice, if any therein designated.

         "Exchange Act," means the Securities  Exchange Act of 1934, as amended,
          ------------
as in effect at the date of execution of this  Indenture.

         "Extension  Period"  shall have the meaning  set forth in Section  4.1.
          -----------------

         "Federal  Reserve" means the Board of Governors of the Federal  Reserve
          ----------------
System.

         "Guarantee"  shall have the meaning  set forth in the Trust  Agreement.
          ---------

         "Generally  Accepted  Accounting   Principles"  means  such  accounting
          --------------------------------------------
principles as are  generally  accepted at the time of any  computation  required
hereunder.

         "Governmental   Obligations"  means  securities  that  are  (i)  direct
          --------------------------
obligations  of the United  States of America  for the payment of which its full
faith and credit is  pledged;  or (ii)  obligations  of a Person  controlled  or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally  guaranteed as a full faith and
credit  obligation by the United States of America that, in either case, are not
callable  or  redeemable  at the  option of the issuer  thereof,  and shall also
include a depositary  receipt issued by a bank (as defined in Section 3(a)(2) of
the  Securities  Act)  as  custodian  with  respect  to  any  such  Governmental
Obligation  or a  specific  payment  of  principal  of or  interest  on any such
Governmental  Obligation held by such custodian for the account of the holder of
such depository  receipt;  provided,  however,  that (except as required by law)
such  custodian is not  authorized to make any deduction from the amount payable
to the  holder  of such  depositary  receipt  from any  amount  received  by the
custodian in respect of the  Governmental  Obligation or the specific payment of
principal  of or  interest  on the  Governmental  Obligation  evidenced  by such
depositary receipt.
<PAGE>

         "Herein," "hereof," and "hereunder," and other words of similar import,
          ------    ------        ---------
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

         "Indenture"  means this instrument as originally  executed or as it may
          ---------
from  time  to  time  be  supplemented  or  amended  by one or  more  indentures
supplemental hereto entered into in accordance with the terms hereof.

         "Interest  Payment  Date"  shall have the  meaning set forth in Section
          -----------------------
2.5(a).

         "Investment  Company Act," means the Investment Company Act of 1940, as
          -----------------------
amended, as in effect at the date of execution of this Indenture.

         "Investment  Company  Event"  means the  receipt by the Company and the
          --------------------------
Trust of an Opinion of Counsel,  rendered by a law firm having a recognized  tax
and  securities  law  practice  within a  reasonable  period  of time  after the
applicable  occurrence,  to the effect that, as a result of the  occurrence of a
change in law or regulation or a change in  interpretation or application of law
or regulation by any legislative body, court,  governmental agency or regulatory
authority (a "Change in 1940 Act Law"),  the Trust is or shall be  considered an
              ----------------------
"investment  company"  that is required to be  registered  under the  Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of original  issuance of the  Preferred  Securities  under the Trust  Agreement;
provided,  however,  that the Trust or the  Company  shall  have  requested  and
received  such an  Opinion  of  Counsel  with  regard to such  matters  within a
reasonable period of time after the Trust or the Company shall have become aware
of the occurrence or the possible occurrence of any such Change in 1940 Act Law.

         "Maturity  Date" means the date on which the  Debentures  mature and on
          --------------
which the  principal  shall be due and  payable  together  with all  accrued and
unpaid interest thereon including  Compounded Interest and Additional  Payments,
if any.

         "Ministerial Action" shall have the meaning set forth in Section 3.2.
          ------------------

         "Officers'  Certificate" means a certificate signed by the President or
          ----------------------
a  Vice  President  and  by  the  Treasurer  or an  Assistant  Treasurer  or the
Controller or an Assistant Controller or the Secretary or an Assistant Secretary
of the Company  that is delivered  to the Trustee in  accordance  with the terms
hereof.  Each such  certificate  shall  include the  statements  provided for in
Section 15.7, if and to the extent required by the provisions thereof.

         "Opinion of Counsel"  means  an  opinion  in  writing  of  independent,
          ------------------
outside legal  counsel that is delivered to the Trustee in  accordance  with the
terms hereof.  Each such opinion shall  include the  statements  provided for in
Section 15.7, if and to the extent required by the provisions thereof.
<PAGE>

         "Outstanding," when used with respect to the Debentures, means, subject
          -----------
to the provisions of Section 10.4, as of the date of  determination,  all of the
Debentures  theretofore  authenticated  and  delivered by the Trustee under this
Indenture,  except (a)  Debentures  theretofore  canceled  by the Trustee or any
Paying Agent, or delivered to the Trustee or any Paying Agent for  cancellation;
(b) Debentures or portions  thereof for the payment or redemption of which money
or Governmental Obligations in the necessary amount shall have been deposited in
trust with the Trustee or any Paying  Agent  (other  than the  Company) or shall
have been set aside and segregated in trust by the Company (if the Company shall
act as its own Paying  Agent);  provided,  however,  that if such  Debentures or
portions of such  Debentures are to be redeemed  prior to the maturity  thereof,
notice of such redemption  shall have been given as in Article III provided,  or
provision  satisfactory  to the  Trustee  shall have been made for  giving  such
notice; and (c) Debentures which have been paid or in lieu of or in substitution
for which other Debentures shall have been  authenticated and delivered pursuant
to the terms of Section 2.6; provided,  however, that in determining whether the
holders of the  requisite  percentage  of  Debentures  have  given any  request,
notice,  consent  or waiver  hereunder,  Debentures  held by the  Company or any
Affiliate of the Company  shall not be  included;  provided,  further,  that the
Trustee  shall be  protected in relying  upon any  request,  notice,  consent or
waiver unless a Responsible  Officer of the Trustee shall have actual  knowledge
that the holder of such  Debenture is the Company or an Affiliate  thereof.  The
Debentures  so owned  which have been  pledged in good faith may be  regarded as
Outstanding if the pledgee  establishes to the  satisfaction  of the Trustee the
pledgee's  right so to act with respect to such  Debentures,  and the pledgee is
not a Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any such other obligor.

         "Paying  Agent"  means any paying agent or  co-paying  agent  appointed
          -------------
pursuant to Section 5.3.

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

         "Predecessor  Debenture" means every previous Debenture  evidencing all
          ----------------------
or a portion of the same debt as that  evidenced by such  particular  Debenture;
and,  for the  purposes of this  definition,  any  Debenture  authenticated  and
delivered  under  Section 2.9 in lieu of a lost,  destroyed or stolen  Debenture
shall be deemed to  evidence  the same  debt as the  lost,  destroyed  or stolen
Debenture.

         "Preferred  Securities"  means the  8.15%  Cumulative  Trust  Preferred
          ---------------------
Securities  representing  undivided  beneficial  interests  in the assets of the
Trust  which  rank pari  passu  with  Common  Securities  issued  by the  Trust;
provided,  however,  that upon the occurrence and during the  continuation of an
Event of  Default,  the  rights of holders  of Common  Securities  to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of Preferred Securities.

         "Preferred  Securities  Guarantee" means any guarantee that the Company
          --------------------------------
may enter into with the  Trustee or other  Persons  that  operates  directly  or
indirectly for the benefit of holders of Preferred Securities.

         "Property Trustee" has the meaning set forth in the Trust Agreement.
          ----------------
<PAGE>

         "Redemption Price" shall have the meaning set forth in Section 3.2.
          ----------------

         "Responsible  Officer"  when used with respect to the Trustee means any
          --------------------
officer   within  the  Corporate   Trust  Office  of  the  Trustee  with  direct
responsibility  for the  administration  of this  Indenture,  including any vice
president,  any assistant vice president,  any assistant  secretary or any other
officer or assistant officer of the Trustee who customarily  performs  functions
similar  to  those  performed  by the  Persons  who at the  time  shall  be such
officers,  respectively,  or to whom any  corporate  trust  matter  is  referred
because of his or her knowledge of and familiarity with the particular subject.

         "Scheduled Maturity Date" means June 30, 2033.
          -----------------------

         "Securities Act," means  the  Securities Act of 1933, as amended, as in
          --------------
 effect at the date of execution of this Indenture.

         "Senior  Debt"  means  the  principal  of (and  premium,  if  any)  and
          ------------
interest,  if any  (including  interest  accruing  on or after the filing of any
petition in bankruptcy or for reorganization  relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on all
Debt,  whether  incurred on or prior to the date of this Indenture or thereafter
incurred,  unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding,  it is provided that such  obligations are not
superior  in right of payment to the  Debentures  or to other Debt which is pari
passu with  (including  without  limitation  the  Company's  9.25%  Subordinated
Debentures  due 2027 issued to First  Preferred  Capital  Trust I, the Company's
10.24% Subordinated  Debentures due 2030 issued to First Preferred Capital Trust
II,  the  Company's  9.00%  Subordinated  Debentures  due 2031  issued  to First
Preferred  Capital  Trust III, the Company's  Floating Rate Junior  Subordinated
Debt  Securities due 2032 issued to First Bank Capital  Trust,  and by virtue of
First Banks  America,  Inc.'s merger with and into the Company,  the First Banks
America,  Inc.  8.50%  Subordinated  Debentures due 2028 issued to First America
Capital Trust),  or subordinated  to, the Debentures;  provided,  however,  that
Senior  Debt shall not be deemed to include  any (a) Debt of the  Company  which
when incurred and without  respect to any election under section  1111(b) of the
United States  Bankruptcy Code of 1978, as amended,  was without recourse to the
Company; (b) the Guarantee  Agreement;  (c) Debt to any employee of the Company;
(d) Debt which by its terms is subordinated to trade accounts payable or accrued
liabilities  arising in the  ordinary  course of  business  to the  extent  that
payments made to the holders of such Debt by the holders of the  Debentures as a
result of the  subordination  provisions of this Indenture would be greater than
they otherwise  would have been as a result of any obligation of such holders to
pay  amounts  over to the  obligees  on such trade  accounts  payable or accrued
liabilities  arising  in  the  ordinary  course  of  business  as  a  result  of
subordination  provisions  to which  such Debt is  subject;  and (e) Debt  which
constitutes Subordinated Debt.

         "Senior Indebtedness" shall have the meaning set forth in Section 16.1.
          -------------------

         "Special Event"  means  a  Tax  Event, a  Capital Treatment Event or an
          -------------
 Investment Company Event.

         "Subordinated  Debt" means the principal of (and  premium,  if any) and
          ------------------
interest,  if any  (including  interest  accruing  on or after the filing of any
petition in bankruptcy or for reorganization  relating to the Company whether or
not such claim for  post-petition  interest is allowed in such  proceeding),  on

<PAGE>

Debt (other than the  Debentures),  whether  incurred on or prior to the date of
this Indenture or thereafter incurred,  which is by its terms expressly provided
to be junior  and  subordinate  to other  Debt of the  Company  (other  than the
Debentures);  provided,  however,  that  Subordinated Debt will not be deemed to
include (i) any Debt of the Company which when  incurred and without  respect to
any election under section 1111(b) of the United States Bankruptcy Code of 1978,
as amended,  was without  recourse to the Company,  (ii) any Debt of the Company
owed to any of its  subsidiaries,  (iii)  any Debt owed to any  employee  of the
Company,  (iv) any Debt  which by its terms is  subordinated  to trade  accounts
payable or accrued liabilities arising in the ordinary course of business to the
extent  that  payments  made to the  holders of such Debt by the  holders of the
Subordinated  Debentures  as a result of the  subordination  provisions  of this
Indenture  would be greater than they  otherwise  would have been as a result of
any obligation of such holders to pay amounts over to the obligees on such trade
accounts  payable  or accrued  liabilities  arising  in the  ordinary  course of
business as a result of subordination  provisions to which such Debt is subject,
(v) Debt which constitutes  Senior Debt, (vi) any Debt of the Company under debt
securities (and guarantees in respect of these debt securities) initially issued
to any trust,  or a trustee of a trust,  partnership or other entity  affiliated
with the Company that is,  directly or  indirectly,  a financing  vehicle of the
Company in connection  with the issuance by that entity of preferred  securities
or other securities which are intended to qualify for Tier 1 capital  treatment,
or  (vii)  any Debt of its  Subsidiaries  (including  any  Debt of  First  Banks
America, Inc. under debt securities and guarantees in respect of such securities
initially  issued to any trust,  or a trustee of a trust,  partnership  or other
entity  affiliated  with  First  Banks  America,   Inc.  that  is,  directly  or
indirectly,  a financing vehicle of First Banks America, Inc. in connection with
the issuance by that entity of preferred  securities or other  securities  which
are intended to qualify for Tier 1 capital treatment) unless, by its terms, such
Debt is subordinated to the Debentures.

         "Subsidiary"  means, with respect to any Person, (i) any corporation at
          ----------
least a majority of whose  outstanding  Voting Stock shall at the time be owned,
directly or indirectly,  by such Person or by one or more of its Subsidiaries or
by  such  Person  and  one  or  more  of  its  Subsidiaries;  (ii)  any  general
partnership,  limited liability company, joint venture, trust or similar entity,
at least a majority of whose outstanding  partnership or similar interests shall
at the time be owned by such Person, or by one or more of its  Subsidiaries,  or
by such  Person  and one or more of its  Subsidiaries;  and  (iii)  any  limited
partnership  of  which  such  Person  or any of its  Subsidiaries  is a  general
partner.

         "Tax  Event"  means  the  receipt  by the  Company  and the Trust of an
          ----------
Opinion  of  Counsel,  rendered  by a law  firm  having  a  recognized  tax  and
securities law practice within a reasonable  period of time after the applicable
occurrence,  to the  effect  that,  as a result of any  amendment  to, or change
(including any announced  prospective  change) in, the laws (or any  regulations
thereunder)  of  the  United  States  or any  political  subdivision  or  taxing
authority  thereof or  therein,  or as a result of any  official  administrative
pronouncement  or  judicial  decision  interpreting  or  applying  such  laws or
regulations,  which amendment or change is effective or which  pronouncement  or
decision  is  announced  on or  after  the  date of  issuance  of the  Preferred
Securities under the Trust Agreement,  there is more than an insubstantial  risk
that (i) the Trust is, or shall be  within  ninety  (90) days  after the date of
such  Opinion of  Counsel,  subject  to United  States  federal  income tax with
respect to income received or accrued on the Debentures;  (ii) interest  payable
by the Company on the  Debentures  is not, or within  ninety (90) days after the
date of such Opinion of Counsel,  shall not be,  deductible  by the Company,  in
whole or in part, for United States  federal  income tax purposes;  or (iii) the
Trust is, or shall be within 90 days after the date of such  Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties,  assessments or
other governmental  charges;  provided,  however,  that the Trust or the Company

<PAGE>

shall have requested and received such an Opinion of Counsel with regard to such
matters within a reasonable  period of time after the Trust or the Company shall
have become aware of the  occurrence  or the possible  occurrence  of any of the
events described in clauses (i) through (iii) above.

         "Trust" means  First  Preferred  Capital Trust IV, a Delaware statutory
          -----
trust.

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
          ---------------
 April 1, 2003, of the Trust.

         "Trustee"  means Fifth  Third Bank and,  subject to the  provisions  of
          -------
Article IX, shall also include its successors  and assigns,  and, if at any time
there is more than one Person acting in such capacity hereunder, "Trustee" shall
mean each such Person.

         "Trust  Indenture  Act,"  means the  Trust  Indenture  Act of 1939,  as
          ---------------------
amended,  subject to the  provisions  of Sections  11.1,  11.2,  and 12.1, as in
effect at the date of execution of this Indenture.

         "Trust Securities" means   the   Common   Securities    and   Preferred
          ----------------
Securities, collectively.

         "Voting  Stock,"  as  applied  to stock of any  Person,  means  shares,
          -------------
interests,  participations  or other equivalents in the equity interest (however
designated)  in such Person having  ordinary  voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests,  participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   ARTICLE II
                     ISSUE, DESCRIPTION, TERMS, CONDITIONS,
                   REGISTRATION AND EXCHANGE OF THE DEBENTURES

         Section 2.1     Designation  and  Principal  Amount.  There  is  hereby
authorized Debentures  designated the "8.15% Subordinated  Debentures due 2033,"
limited in aggregate principal amount up to $47,422,700 which amount shall be as
set  forth  in any  written  order of the  Company  for the  authentication  and
delivery of Debentures pursuant to Section 2.6.

         Section 2.2     Maturity.

         (a)      The Maturity Date shall be either:

                  (i)     the Scheduled Maturity Date; or

                  (ii)    if the Company elects to accelerate  the Maturity Date
to be a date prior to the Scheduled  Maturity  Date in  accordance  with Section
2.2(c), the Accelerated Maturity Date.

         (b)      The  Company  may at  any time  before the day which is ninety
(90) days before the  Scheduled  Maturity  Date and after June 30, 2008 elect to
shorten the Maturity Date only once to the Accelerated  Maturity Date,  provided
that the Company has received the prior approval of the Federal  Reserve if then
required under  applicable  capital  guidelines,  policies or regulations of the
Federal Reserve.
<PAGE>

         (c)      If  the  Company  elects  to  accelerate  the Maturity Date in
accordance with Section 2.2(b), the Company shall give notice to the Trustee and
the Trust (unless the Trust is not the holder of the  Debentures,  in which case
the  Trustee  will  give  notice  to  the  holders  of  the  Debentures)  of the
acceleration  of the Maturity  Date and the  Accelerated  Maturity Date at least
thirty (30) days and no more than 180 days before the Accelerated Maturity Date;
provided,  however,  that  nothing  provided in this Section 2.2 shall limit the
Company's  rights, as provided in Article III hereof, to redeem all or a portion
of the  Debentures  at such  time or  times on or after  June 30,  2008,  as the
Company may so determine, or at any time upon the occurrence of a Special Event.

         Section  2.3    Form and Payment.  The  Debentures  shall  be issued in
fully  registered  certificated  form without  interest  coupons.  Principal and
interest on the Debentures  issued in  certificated  form shall be payable,  the
transfer of such Debentures  shall be registrable  and such Debentures  shall be
exchangeable for Debentures bearing identical terms and provisions at the office
or agency of the  Trustee;  provided,  however,  that payment of interest may be
made at the option of the Company by check  mailed to the holder at such address
as shall  appear in the  Debenture  Register  or by wire  transfer to an account
maintained by the holder as specified in the Debenture  Register,  provided that
the holder  provides  proper  transfer  instructions by the regular record date.
Notwithstanding  the  foregoing,  so long as the holder of any Debentures is the
Property Trustee, the payment of principal of and interest (including Compounded
Interest  and  Additional  Payments,  if  any) on  such  Debentures  held by the
Property  Trustee  shall be made at such  place  and to such  account  as may be
designated by the Property Trustee.

         Section 2.4     [Intentionally Omitted].

         Section 2.5     Interest.

         (a)      Each  Debenture  shall  bear  interest  at a rate of 8.15% per
annum (the "Coupon Rate") from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue principal and (to the extent
that  payment of such  interest  is  enforceable  under  applicable  law) on any
overdue  installment  of  interest  at the Coupon  Rate,  compounded  quarterly,
payable  (subject to the provisions of Article IV) quarterly in arrears on March
31, June 30,  September  30, and  December 31 of each year (each,  an  "Interest
                                                                        --------
Payment  Date"),  commencing  on June 30, 2003, to the Person in whose name such
-------------
Debenture or any Predecessor  Debenture is registered,  at the close of business
on the regular  record date for such  interest  installment,  which shall be the
fifteenth day of the last month of the calendar quarter.

         (b)      The  amount  of  interest  payable for  any  period  shall  be
computed on the basis of a 360-day year of twelve 30-day  months.  The amount of
interest  payable for any period shorter than a full quarterly  period for which
interest  is  computed  shall be  computed  on the  basis of the  number of days
elapsed in a 360-day year of twelve 30-day months. In the event that any date on
which  interest is payable on the Debentures is not a Business Day, then payment
of interest  payable on such date shall be made on the next succeeding day which
is a Business Day (and  without any interest or other  payment in respect of any
such delay)  with the same force and effect as if made on the date such  payment
was originally payable.

         (c)      If, at any time  while the  Property Trustee  is the holder of
any Debentures,  the Trust or the Property Trustee is required to pay any taxes,
duties,  assessments  or  governmental  charges of whatever  nature  (other than
withholding  taxes) imposed by the United States, or any other taxing authority,

<PAGE>

then, in any case,  the Company shall pay as  additional  payments  ("Additional
                                                                      ----------
Payments")  on the  Debentures  held by the Property  Trustee,  such  additional
--------
amounts as shall be required so that the net amounts  received  and  retained by
the Trust and the Property Trustee after paying such taxes, duties,  assessments
or other  governmental  charges  shall be equal to the amounts the Trust and the
Property Trustee would have received had no such taxes,  duties,  assessments or
other government charges been imposed.

         Section 2.6     Execution and Authentication.

         (a)      The Debentures shall be signed on behalf of the Company by its
Chairman,  Chief  Executive  Officer,  President or one of its Vice  Presidents,
under its  corporate  seal  attested by its  Secretary  or one of its  Assistant
Secretaries.  Signatures may be in the form of a manual or facsimile  signature.
The Company may use the facsimile  signature of any Person who shall have been a
Chairman,  Chief Executive Officer,  President or Vice President thereof,  or of
any Person who shall  have been a  Secretary  or  Assistant  Secretary  thereof,
notwithstanding  the fact that at the time the Debentures shall be authenticated
and  delivered or disposed of such Person shall have ceased to be the  Chairman,
Chief Executive Officer,  President or a Vice President,  or the Secretary or an
Assistant Secretary,  of the Company (and any such signature shall be binding on
the Company).  The seal of the Company may be in the form of a facsimile of such
seal and may be  impressed,  affixed,  imprinted or otherwise  reproduced on the
Debentures.  The Debentures may contain such notations,  legends or endorsements
required by law, stock exchange rule or usage. Each Debenture shall be dated the
date of its authentication by the Trustee.

         (b)      A Debenture  shall  not be valid until manually  authenticated
by an authorized  signatory of the Trustee, or by an Authenticating  Agent. Such
signature shall be conclusive  evidence that the Debenture so authenticated  has
been duly authenticated and delivered  hereunder and that the holder is entitled
to the benefits of this Indenture.

         (c)      At  any  time  and  from time to time after the  execution and
delivery of this Indenture,  the Company may deliver Debentures  executed by the
Company to the Trustee for authentication,  together with a written order of the
Company for the  authentication  and delivery of such  Debentures  signed by its
Chairman,  Chief  Executive  Officer,  President or any Vice  President  and its
Treasurer or any Assistant  Treasurer,  and the Trustee in accordance  with such
written order shall authenticate and deliver such Debentures.

         (d)      In   authenticating   such   Debentures   and   accepting  the
additional responsibilities under this Indenture in relation to such Debentures,
the Trustee shall be entitled to receive,  and (subject to Section 9.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been  established  in conformity  with the provisions of this
Indenture.

         (e)      The  Trustee  shall  not  be  required  to  authenticate  such
Debentures  if the issue of such  Debentures  pursuant to this  Indenture  shall
affect the Trustee's own rights,  duties or immunities  under the Debentures and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.
<PAGE>

         Section 2.7     Registration of Transfer and Exchange.

         (a)      Debentures  may  be exchanged upon presentation thereof at the
office or agency of the Company  designated for such purpose or at the office of
the Debenture Registrar, for other Debentures and for a like aggregate principal
amount in  denominations  of integral  multiples  of $25,  upon payment of a sum
sufficient to cover any tax or other  governmental  charge in relation  thereto,
all as provided in this Section 2.7. In respect of any Debentures so surrendered
for exchange, the Company shall execute, the Trustee shall authenticate and such
office or agency shall deliver in exchange  therefor the Debenture or Debentures
that the  Debentureholder  making the  exchange  shall be  entitled  to receive,
bearing numbers not contemporaneously outstanding.

         (b)      The Company shall keep, or cause to be kept,  at its office or
agency designated for such purpose or at the office of the Debenture  Registrar,
or such other location designated by the Company a register or registers (herein
referred to as the "Debenture  Register") in which,  subject to such  reasonable
                    -------------------
regulations as the Debenture  Registrar (as defined  below) may  prescribe,  the
Company shall register the Debentures and the transfers of Debentures as in this
Article  II  provided  and  which  at all  reasonable  times  shall  be open for
inspection  by the  Trustee.  The  registrar  for  the  purpose  of  registering
Debentures and transfer of Debentures as herein  provided shall initially be the
Trustee and thereafter as may be appointed by the Company as authorized by Board
Resolution  (the  "Debenture  Registrar").  Upon  surrender  for transfer of any
                   --------------------
Debenture at the office or agency of the Company  designated  for such  purpose,
the Company shall  execute,  the Trustee shall  authenticate  and such office or
agency  shall  deliver  in the  name  of the  transferee  or  transferees  a new
Debenture or Debentures for a like aggregate  principal  amount.  All Debentures
presented or surrendered for exchange or  registration of transfer,  as provided
in this Section 2.7, shall be accompanied  (if so required by the Company or the
Debenture Registrar) by a written instrument or instruments of transfer, in form
satisfactory  to the Company or the  Debenture  Registrar,  duly executed by the
registered holder or by such holder's duly authorized attorney in writing.

         (c)      No   service   charge   shall   be   made  for any exchange or
registration  of transfer of  Debentures,  or issue of new Debentures in case of
partial  redemption,  but the Company may require payment of a sum sufficient to
cover any tax or other  governmental  charge in  relation  thereto,  other  than
exchanges pursuant to Section 2.8, Section 3.5(b) and Section 11.4 not involving
any transfer.

         (d)      The Company shall not be required (i) to  issue,  exchange  or
register the transfer of any Debentures during a period beginning at the opening
of  business  fifteen  (15) days  before  the day of the  mailing of a notice of
redemption of less than all the  Outstanding  Debentures and ending at the close
of business on the day of such mailing;  nor (ii) to register the transfer of or
exchange any Debentures or portions thereof called for redemption.

         (e)      Debentures may only be transferred,  in whole or in  part,  in
accordance  with the  terms and  conditions  set  forth in this  Indenture.  Any
transfer or purported transfer of any Debenture not made in accordance with this
Indenture shall be null and void.

         Section  2.8    Temporary   Debentures.  Pending  the  preparation   of
definitive   Debentures,   the  Company  may  execute,  and  the  Trustee  shall
authenticate  and  deliver,  temporary  Debentures  (printed,  lithographed,  or
typewritten).  Such temporary  Debentures  shall be substantially in the form of
the  definitive  Debentures  in lieu of which  they are  issued,  but with  such

<PAGE>

omissions,  insertions  and  variations  as may  be  appropriate  for  temporary
Debentures,  all as may be determined by the Company.  Every temporary Debenture
shall be executed by the Company and be  authenticated  by the Trustee  upon the
same conditions and in substantially  the same manner,  and with like effect, as
the definitive  Debentures.  Without unnecessary delay the Company shall execute
and shall  furnish  definitive  Debentures  and  thereupon  any or all temporary
Debentures  may be  surrendered  in  exchange  therefor  (without  charge to the
holders),  at the office or agency of the Company designated for the purpose and
the  Trustee  shall  authenticate  and such  office or agency  shall  deliver in
exchange for such temporary  Debentures an equal aggregate  principal  amount of
definitive Debentures, unless the Company advises the Trustee to the effect that
definitive  Debentures  need not be  authenticated  and furnished  until further
notice from the Company.  Until so exchanged,  the temporary Debentures shall be
entitled to the same  benefits  under this  Indenture as  definitive  Debentures
authenticated and delivered hereunder.

         Section  2.9    Mutilated, Destroyed, Lost or Stolen Debentures.

         (a)      In case any temporary or  definitive  Debenture  shall  become
mutilated  or be  destroyed,  lost or stolen,  the Company  (subject to the next
succeeding  sentence) shall execute,  and upon the Company's request the Trustee
(subject as aforesaid) shall authenticate and deliver, a new Debenture bearing a
number not contemporaneously  outstanding,  in exchange and substitution for the
mutilated  Debenture,  or in lieu of and in  substitution  for the  Debenture so
destroyed,  lost,  stolen  or  mutilated.  In  every  case the  applicant  for a
substituted Debenture shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them  harmless,  and, in
every case of  destruction,  loss or theft,  the applicant shall also furnish to
the Company and the Trustee  evidence to their  satisfaction of the destruction,
loss or theft of the  applicant's  Debenture and of the ownership  thereof.  The
Trustee shall  authenticate any such substituted  Debenture and deliver the same
upon the written  request or  authorization  of the  Chairman,  Chief  Executive
Officer,  President or any Vice  President  and the  Treasurer or any  Assistant
Treasurer of the Company.  Upon the issuance of any substituted  Debenture,  the
Company may require  the payment of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses  (including the fees and expenses of the Trustee) connected  therewith.
In case any  Debenture  that has  matured  or is about to  mature  shall  become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute  Debenture,  pay  or  authorize  the  payment  of the  same  (without
surrender thereof except in the case of a mutilated  Debenture) if the applicant
for such payment  shall  furnish to the Company and the Trustee such security or
indemnity  as  they  may  require  to  save  them  harmless,  and,  in  case  of
destruction,  loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Debenture and of the ownership
thereof.

         (b)      Every replacement Debenture  issued pursuant to the provisions
of this Section 2.9 shall constitute an additional contractual obligation of the
Company whether or not the mutilated,  destroyed, lost or stolen Debenture shall
be found at any time, or be enforceable by anyone,  and shall be entitled to all
the  benefits of this  Indenture  equally and  proportionately  with any and all
other Debentures duly issued  hereunder.  All Debentures shall be held and owned
upon the express  condition  that the foregoing  provisions  are exclusive  with
respect to the  replacement or payment of mutilated,  destroyed,  lost or stolen
Debentures,  and shall  preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the  contrary  with  respect  to  the   replacement  or  payment  of  negotiable
instruments or other securities without their surrender.
<PAGE>

         Section  2.10   Cancellation.   All  Debentures  surrendered  for   the
purpose of payment,  redemption,  exchange or registration of transfer shall, if
surrendered to the Company or any Paying Agent,  be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no
Debentures  shall be issued in lieu  thereof  except as  expressly  required  or
permitted by any of the provisions of this Indenture.  On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled
Debentures  held by the Trustee.  In the absence of such request the Trustee may
dispose of canceled  Debentures in accordance  with its standard  procedures and
deliver a  certificate  of  disposition  to the  Company.  If the Company  shall
otherwise  acquire any of the Debentures,  however,  such acquisition  shall not
operate as a redemption or satisfaction of the indebtedness  represented by such
Debentures  unless  and  until  the  same  are  delivered  to  the  Trustee  for
cancellation.

       Section    2.11   Benefit  of  Indenture. Nothing in this Indenture or in
the  Debentures,  express or implied,  shall give or be construed to give to any
Person,  other than the parties hereto and the holders of the  Debentures  (and,
with  respect  to the  provisions  of  Article  XVI,  the  holders of the Senior
Indebtedness) any legal or equitable right,  remedy or claim under or in respect
of this  Indenture,  or  under  any  covenant,  condition  or  provision  herein
contained;  all such  covenants,  conditions and  provisions  being for the sole
benefit of the parties  hereto and of the holders of the Debentures  (and,  with
respect  to  the   provisions   of  Article  XVI,  the  holders  of  the  Senior
Indebtedness).

         Section  2.12   Authenticating Agent.

         (a)      So long as  any of the Debentures remain Outstanding there may
be an Authenticating Agent for any or all such Debentures,  which Authenticating
Agent the Trustee  shall have the right to appoint.  Said  Authenticating  Agent
shall be authorized to act on behalf of the Trustee to  authenticate  Debentures
issued upon exchange,  transfer or partial redemption thereof, and Debentures so
authenticated  shall be entitled to the benefits of this  Indenture and shall be
valid  and  obligatory  for all  purposes  as if  authenticated  by the  Trustee
hereunder.  All references in this Indenture to the authentication of Debentures
by the Trustee shall be deemed to include  authentication  by an  Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall be
a corporation that has a combined capital and surplus, as most recently reported
or determined by it,  sufficient under the laws of any jurisdiction  under which
it is  organized or in which it is doing  business to conduct a trust  business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any
time any  Authenticating  Agent shall cease to be  eligible in  accordance  with
these provisions, it shall resign immediately.

         (b)      Any  Authenticating  Agent  may  at  any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time (and upon request by the Company shall)  terminate the agency of any
Authenticating   Agent  by  giving   written   notice  of  termination  to  such
Authenticating  Agent  and to the  Company.  Upon  resignation,  termination  or
cessation of eligibility of any Authenticating  Agent, the Trustee may appoint a
successor  Authenticating Agent eligible under the provisions of Section 2.12(a)
of this Indenture.  Any successor  Authenticating  Agent, upon acceptance of its
appointment  hereunder,  shall  become  vested with all the  rights,  powers and
duties of its predecessor  hereunder as if originally named as an Authenticating
Agent pursuant hereto.
<PAGE>

                                   ARTICLE III
                            REDEMPTION OF DEBENTURES

         Section  3.1    Redemption.  Subject  to  the  Company having  received
prior  approval of the Federal  Reserve,  if then required  under the applicable
capital guidelines,  policies or regulations of the Federal Reserve, the Company
may redeem the Debentures  issued  hereunder on and after the dates set forth in
and in accordance with the terms of this Article III.

         Section  3.2    Special  Event  Redemption.   Subject  to  the  Company
having  received the prior  approval of the Federal  Reserve,  if then  required
under the applicable capital guidelines,  policies or regulations of the Federal
Reserve,   if  a  Special   Event  has   occurred  and  is   continuing,   then,
notwithstanding  Section 3.3(a) but subject to Section 3.3(b), the Company shall
have the right  upon not less than  thirty  (30)  days' nor more than sixty (60)
days' notice to the holders of the Debentures to redeem the Debentures, in whole
but not in part,  for cash  within 180 days  following  the  occurrence  of such
Special Event (the "180-Day  Period") at a redemption price equal to 100% of the
                    ---------------
principal  amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption (the "Redemption Price"),  provided,  that if at the
                                  ----------------
time there is available to the Company the opportunity to eliminate,  within the
180-Day Period,  a Tax Event by taking some  ministerial  action (a "Ministerial
                                                                     -----------
Action"),  such as filing a form or making an election,  or pursuing  some other
------
similar reasonable measure which has no adverse effect on the Company, the Trust
or the holders of the Trust  Securities  issued by the Trust,  the Company shall
pursue such Ministerial Action in lieu of redemption,  and,  provided,  further,
that the Company shall have no right to redeem the  Debentures  pursuant to this
Section  3.2  while  it is  pursuing  any  Ministerial  Action  pursuant  to its
obligations  hereunder,  and, provided,  further, that, if it is determined that
the taking of a Ministerial  Action would not eliminate the Tax Event within the
180 Day Period,  the Company's  right to redeem the Debentures  pursuant to this
Section 3.2 shall be restored and it shall have no further obligations to pursue
the Ministerial  Action. The Redemption Price shall be paid prior to 12:00 noon,
New  York  time,  on the date of such  redemption  or such  earlier  time as the
Company determines,  provided that the Company shall deposit with the Trustee an
amount  sufficient to pay the Redemption  Price by 10:00 a.m., New York time, on
the date such Redemption Price is to be paid.

         Section  3.3    Optional Redemption by the Company.

         (a)      Subject  to  the  provisions  of  Section  3.3(c),  except  as
otherwise may be specified in this  Indenture,  the Company shall have the right
to redeem the  Debentures,  in whole or in part,  from time to time, on or after
June 30, 2008, at a Redemption Price equal to 100% of the principal amount to be
redeemed  plus any  accrued  and  unpaid  interest  thereon  to the date of such
redemption.  Any  redemption  pursuant to this Section 3.3(a) shall be made upon
not less than  thirty  (30) days' nor more than  sixty (60) days'  notice to the
holder of the  Debentures,  at the Redemption  Price. If the Debentures are only
partially  redeemed  pursuant to this Section  3.3(a),  the Debentures  shall be
redeemed by lot.  The  Redemption  Price shall be paid prior to 12:00 noon,  New
York time, on the date of such redemption or at such earlier time as the Company
determines,  provided  that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.
<PAGE>

         (b)      Subject to the provisions of Section 3.3(c), the Company shall
have  the  right to  redeem  Debentures  at any time and from  time to time in a
principal  amount  equal to the  Liquidation  Amount  (as  defined  in the Trust
Agreement) of any Preferred  Securities  purchased and beneficially owned by the
Company,  plus  an  additional  principal  amount  of  Debentures  equal  to the
Liquidation  Amount (as defined in the Trust Agreement) of that number of Common
Securities  that  bears  the same  proportion  to the  total  number  of  Common
Securities then outstanding as the number of Preferred Securities to be redeemed
bears to the  total  number  of  Preferred  Securities  then  outstanding.  Such
Debentures  shall be redeemed  pursuant to this Section  3.3(b) only in exchange
for and upon  surrender by the Company to the Property  Trustee of the Preferred
Securities  and a  proportionate  amount of  Common  Securities,  whereupon  the
Property Trustee shall cancel the Preferred  Securities and Common Securities so
surrendered and a Like Amount (as defined in the Trust  Agreement) of Debentures
shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

         (c)       If a  partial redemption of the  Debentures  would  result in
the termination of inclusion of the Preferred  Securities in the Nasdaq National
Market or the delisting of the Preferred Securities from any national securities
exchange  or other  self-regulatory  organization  on or in which the  Preferred
Securities are then included,  listed, quoted or included, the Company shall not
be  permitted  to  effect  such  partial  redemption  and may  only  redeem  the
Debentures in whole.

         Section  3.4    Notice of Redemption.

         (a)      Except in the case of a redemption pursuant to Section 3.3(b),
in case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the  Debentures in accordance  with the right reserved
so to do, the Company  shall,  or shall  cause the  Trustee to, upon  receipt of
forty-five  (45) days' written notice from the Company  (which notice shall,  in
the event of a partial  redemption,  include a representation to the effect that
such  partial  redemption  will not  result in the  delisting  of the  Preferred
Securities as described in Section 3.3(c) above), give notice of such redemption
to holders of the  Debentures  to be redeemed by  mailing,  first class  postage
prepaid, a notice of such redemption not less than thirty (30) days and not more
than sixty (60) days  before the date fixed for  redemption  to such  holders at
their last addresses as they shall appear upon the Debenture  Register  unless a
shorter period is specified in the Debentures to be redeemed. Any notice that is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given,  whether or not the registered  holder  receives the notice.  In any
case, failure duly to give such notice to the holder of any Debenture designated
for  redemption  in whole or in part,  or any  defect in the  notice,  shall not
affect  the  validity  of the  proceedings  for  the  redemption  of  any  other
Debentures.  In the case of any redemption of Debentures prior to the expiration
of any restriction on such  redemption  provided in the terms of such Debentures
or elsewhere in this  Indenture,  the Company  shall furnish the Trustee with an
Officers' Certificate evidencing compliance with any such restriction. Each such
notice  of  redemption  shall  specify  the date  fixed for  redemption  and the
Redemption  Price and shall state that payment of the Redemption  Price shall be
made at the Corporate  Trust  Office,  upon  presentation  and surrender of such
Debentures, that interest accrued to the date fixed for redemption shall be paid
as  specified  in said notice and that from and after said date  interest  shall
cease to accrue. If less than all the Debentures are to be redeemed,  the notice
to the holders of the Debentures  shall specify the particular  Debentures to be
redeemed.  If the  Debentures  are to be redeemed in part only, the notice shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the redemption  date, upon surrender of such Debenture,  a new
Debenture or  Debentures  in principal  amount equal to the  unredeemed  portion
thereof shall be issued.
<PAGE>

         (b)      Except in the case of a redemption pursuant to Section 3.3(b),
if less than all the Debentures  are to be redeemed,  the Company shall give the
Trustee at least  forty-five  (45) days'  written  notice in advance of the date
fixed for  redemption as to the aggregate  principal  amount of Debentures to be
redeemed, and thereupon the Trustee shall select, by lot the portion or portions
(equal to $25 or any integral multiple thereof) of the Debentures to be redeemed
and shall  thereafter  promptly  notify the Company in writing of the numbers of
the  Debentures  to be  redeemed,  in whole or in part.  The Company may, if and
whenever  it shall  so elect  pursuant  to the  terms  hereof,  by  delivery  of
instructions  signed on its behalf by its  Chairman,  Chief  Executive  Officer,
President  or any Vice  President,  instruct  the Trustee or any Paying Agent to
call all or any part of the  Debentures  for  redemption  and to give  notice of
redemption in the manner set forth in this Section 3.4, such notice to be in the
name of the Company or its own name as the Trustee or such Paying Agent may deem
advisable.  In any  case in which  notice  of  redemption  is to be given by the
Trustee or any such  Paying  Agent,  the  Company  shall  deliver or cause to be
delivered to, or permit to remain with, the Trustee or such Paying Agent, as the
case may be,  such  Debenture  Register,  transfer  books or other  records,  or
suitable copies or extracts therefrom,  sufficient to enable the Trustee or such
Paying  Agent  to give  any  notice  by mail  that  may be  required  under  the
provisions of this Section 3.4.

         Section  3.5    Payment Upon Redemption.

         (a)      If  the  giving  of  notice  of  redemption  shall  have  been
completed as above  provided,  the  Debentures  or portions of  Debentures to be
redeemed  specified  in such notice shall become due and payable on the date and
at the place  stated in such  notice at the  applicable  Redemption  Price,  and
interest on such  Debentures or portions of Debentures  shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such  Redemption  Price with respect to any such Debenture or portion
thereof.  On presentation  and surrender of such Debentures on or after the date
fixed for  redemption  at the place of payment  specified  in the  notice,  said
Debentures  shall be paid and redeemed at the Redemption  Price (but if the date
fixed for  redemption  is an Interest  Payment  Date,  the interest  installment
payable on such date shall be payable to the  registered  holder at the close of
business on the applicable record date pursuant to Section 2.5).

         (b)      Upon  presentation  of any Debenture that is to be redeemed in
part only, the Company shall execute and the Trustee shall  authenticate and the
office or agency where the  Debenture is presented  shall  deliver to the holder
thereof,  at  the  expense  of  the  Company,  a  new  Debenture  of  authorized
denomination  in  principal  amount  equal  to  the  unredeemed  portion  of the
Debenture so presented.

         Section  3.6    No  Sinking Fund. The  Debentures  are  not entitled to
the benefit of any sinking fund.

                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

         Section  4.1    Extension  of  Interest  Payment Period.   The  Company
shall have the right,  at any time and from time to time  during the term of the
Debentures  so long as no Event of Default has  occurred and is  continuing,  to
defer  payments of interest by  extending  the interest  payment  period of such
Debentures  for a period not  exceeding  twenty (20)  consecutive  quarters (the

<PAGE>

"Extension Period"),  during which Extension Period no interest shall be due and
 ----------------
payable;  provided that no Extension  Period may extend beyond the Maturity Date
or end on a date other than an Interest Payment Date. To the extent permitted by
applicable law, interest,  the payment of which has been deferred because of the
extension of the interest  payment  period  pursuant to this Section 4.1,  shall
bear interest  thereon at the Coupon Rate compounded  quarterly for each quarter
of the Extension  Period  ("Compounded  Interest").  At the end of the Extension
                            --------------------
Period,  the Company  shall  calculate  (and  deliver  such  calculation  to the
Trustee) and pay all interest  accrued and unpaid on the  Debentures,  including
any Additional Payments and Compounded Interest (together,  "Deferred Payments")
                                                             -----------------
that shall be  payable  to the  holders  of the  Debentures  in whose  names the
Debentures  are  registered in the  Debenture  Register on the first record date
after the end of the Extension  Period.  Before the termination of any Extension
Period,  the  Company  may  further  extend  such  period so long as no Event of
Default has occurred and is continuing,  provided that such period together with
all such further  extensions  thereof shall not exceed  twenty (20)  consecutive
quarters,  or extend beyond the Maturity Date of the Debentures or end on a date
other than an Interest  Payment  Date.  Upon the  termination  of any  Extension
Period and upon the payment of all Deferred  Payments  then due, the Company may
commence a new  Extension  Period,  subject to the  foregoing  requirements.  No
interest shall be due and payable during an Extension Period,  except at the end
thereof,  but the  Company  may  prepay  at any time all or any  portion  of the
interest accrued during an Extension Period.

         Section  4.2    Notice of Extension.

         (a)      If the Property Trustee is the only registered  holder  of the
Debentures  at the time the Company  selects an  Extension  Period,  the Company
shall give written notice to the Administrative  Trustees,  the Property Trustee
and the  Trustee  of its  selection  of such  Extension  Period at least two (2)
Business  Days  before  the  earlier  of (i) the next  succeeding  date on which
Distributions on the Trust Securities  issued by the Trust are payable;  or (ii)
the date the Trust is required to give  notice of the record  date,  or the date
such  Distributions  are  payable,  to  the  Nasdaq  National  Market  or  other
applicable  exchange  or  self-regulatory  organization  or to  holders  of  the
Preferred Securities issued by the Trust, but in any event at least one Business
Day before such record date.

         (b)      If  the  Property  Trustee  is not  the  only  holder  of  the
Debentures  at the time the Company  selects an  Extension  Period,  the Company
shall give the holders of the Debentures  and the Trustee  written notice of its
selection of such Extension Period at least two Business Days before the earlier
of (i) the next succeeding  Interest  Payment Date; or (ii) the date the Company
is  required  to give  notice of the  record or  payment  date of such  interest
payment  to The  Nasdaq  National  Market  or other  applicable  self-regulatory
organization  or to  holders  of the  Debentures,  but in any event at least one
Business Day before such record date.

         (c)      The   quarter  in  which  any  notice  is  given  pursuant  to
paragraphs  (a) or (b) of this Section 4.2 shall be counted as one of the twenty
(20) quarters  permitted in the maximum Extension Period permitted under Section
4.1.

         Section  4.3    Limitation on Transactions.  If (i)  the  Company shall
exercise  its right to defer  payment of interest as provided in Section 4.1; or
(ii) there shall have occurred and be continuing any Event of Default,  then (a)
neither  the  Company  nor  any of its  Subsidiaries  shall  declare  or pay any
dividend  on,  make any  distributions  with  respect  to, or redeem,  purchase,
acquire or make a liquidation  payment with respect to, any of its capital stock

<PAGE>

(other than (A)  dividends  or  distributions  in common stock of the Company or
such Subsidiary,  as the case may be, or any declaration of a non-cash  dividend
in  connection  with the  implementation  of a  shareholder  rights plan, or the
issuance  of stock  under  any such plan in the  future,  or the  redemption  or
repurchase of any such rights pursuant thereto, (B) purchases of common stock of
the Company  related to the rights under any of the Company's  benefit plans for
its directors,  officers or employees), (C) as a result of a reclassification of
its capital  stock for another class of its capital  stock,  or (D) dividends or
distributions  made  by a  Subsidiary  to  the  Company  , or (E)  dividends  or
distributions made by a Subsidiary to a Subsidiary); (b) neither the Company nor
any Subsidiary shall make any payment of interest, principal or premium, if any,
or repay,  repurchase or redeem any debt securities issued by the Company or any
Subsidiary  which  rank  pari  passu  with  (including  without  limitation  the
Company's  9.25%  Subordinated  Debentures  due 2027  issued to First  Preferred
Capital Trust I, the Company's 10.24% Subordinated Debentures due 2030 issued to
First Preferred Capital Trust II and the Company's 9.00% Subordinated Debentures
due  2031  issued  to  First  Preferred  Capital  Trust  III) or  junior  to the
Debentures or make any  guarantee  payments with respect to any guarantee by the
Company  of the  debt  securities  of any  subsidiary  of the  Company  if  such
guarantee  ranks  pari  passu  with or junior  in  interest  to the  Debentures;
provided,  however,  that  notwithstanding  the  foregoing  the Company may make
payments pursuant to its obligations under the Preferred  Securities  Guarantee;
and (c) the Company  shall not redeem,  purchase or acquire less than all of the
Outstanding  Debentures  or any of the Preferred  Securities.  The term "capital
stock" as used in this  Indenture  shall  not  include  the  8.50%  Subordinated
Debentures due 2028 issued by First Banks America, Inc. to First America Capital
Trust or the 8.50% Cumulative Trust Preferred Securities issued by First America
Capital Trust.

                                    ARTICLE V
                       PARTICULAR COVENANTS OF THE COMPANY

         Section  5.1    Payment of  Principal  and  Interest. The Company shall
duly and punctually pay or cause to be paid the principal of and interest on the
Debentures at the time and place and in the manner  provided  herein.  Each such
payment of the principal of and interest on the Debentures  shall relate only to
the Debentures, shall not be combined with any other payment of the principal of
or interest on any other  obligation  of the  Company,  and shall be clearly and
unmistakably identified as pertaining to the Debentures.

         Section  5.2    Maintenance   of   Agency.  So   long  as  any  of  the
Debentures remain Outstanding, the Company shall maintain an office or agency at
such other  location  or  locations  as may be  designated  as  provided in this
Section 5.2, where (i) Debentures may be presented for payment;  (ii) Debentures
may be presented as  hereinabove  authorized  for  registration  of transfer and
exchange; and (iii) notices and demands to or upon the Company in respect of the
Debentures  and this  Indenture  may be given or  served,  such  designation  to
continue  with  respect to such  office or agency  until the Company  shall,  by
written  notice signed by its President or a Vice President and delivered to the
Trustee, designate some other office or agency for such purposes or any of them.
If at any time the Company  shall fail to maintain any such  required  office or
agency or shall fail to furnish  the  Trustee  with the  address  thereof,  such
presentations,  notices and demands may be made or served at the Corporate Trust
Office of the Trustee,  and the Company hereby appoints the Trustee as its agent
to receive all such presentations,  notices and demands.  The Company shall give
the Trustee prompt written notice of any such designation or rescission thereof.
<PAGE>

         Section  5.3    Paying Agents.

         (a)      The  Trustee  shall  initially act as the Paying Agent. If the
Company shall appoint one or more Paying Agents for the  Debentures,  other than
the  Trustee,  the Company  shall  cause each such  Paying  Agent to execute and
deliver to the  Trustee an  instrument  in which such agent shall agree with the
Trustee, subject to the provisions of this Section 5.3:

                (i)      that  it shall  hold  all sums held by it as such agent
for the payment of the principal of or interest on the Debentures  (whether such
sums  have  been  paid to it by the  Company  or by any  other  obligor  of such
Debentures) in trust for the benefit of the Persons entitled thereto;

                (ii)     that  it shall give the  Trustee  notice of any failure
by the Company (or by any other obligor of such  Debentures) to make any payment
of the principal of or interest on the Debentures when the same shall be due and
payable;

               (iii)     that it shall, at any time during  the  continuance  of
any failure  referred to in the  preceding  paragraph  (a)(ii)  above,  upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

                (iv)     that  it shall perform all other duties of Paying Agent
as set forth in this Indenture.

         (b)      If the Company shall act as its own Paying Agent with  respect
to the  Debentures,  it shall on or before each due date of the  principal of or
interest  on such  Debentures,  set aside,  segregate  and hold in trust for the
benefit of the Persons  entitled  thereto a sum sufficient to pay such principal
or interest so becoming due on Debentures  until such sums shall be paid to such
Persons or otherwise  disposed of as herein  provided and shall promptly  notify
the Trustee of such action,  or any failure (by it or any other  obligor on such
Debentures)  to take such action.  Whenever  the Company  shall have one or more
Paying  Agents  for the  Debentures,  it  shall,  prior  to each due date of the
principal of or interest on any Debentures,  deposit with the Paying Agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the Persons  entitled to such principal or interest,
and (unless such Paying Agent is the Trustee) the Company shall promptly  notify
the Trustee of this action or failure so to act.

         (c) Notwithstanding  anything in this Section 5.3 to the contrary,  (i)
the  agreement  to hold sums in trust as provided in this Section 5.3 is subject
to the  provisions  of Section  13.3 and 13.4;  and (ii) the  Company may at any
time,  for the purpose of  obtaining  the  satisfaction  and  discharge  of this
Indenture or for any other  purpose,  pay, or direct any Paying Agent to pay, to
the Trustee all sums held in trust by the  Company or such  Paying  Agent,  such
sums to be held by the Trustee upon the same terms and  conditions as those upon
which such sums were held by the Company or such Paying  Agent;  and,  upon such
payment by any Paying Agent to the Trustee,  such Paying Agent shall be released
from all further liability with respect to such money.

         Section  5.4    Appointment  to  Fill Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
shall appoint,  in the manner provided in Section 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

         Section  5.5    Compliance  with  Consolidation Provisions. The Company
shall not, while any of the Debentures remain Outstanding,  consolidate with, or
merge into, or merge into itself,  or sell or convey all or substantially all of
its property to any other  company  unless the  provisions of Article XII hereof
are complied with.
<PAGE>

         Section  5.6    Limitation on Transactions.  If  Debentures  are issued
to the Trust or a trustee of the Trust in connection  with the issuance of Trust
Securities by the Trust and (i) there shall have occurred and be continuing  any
event that would  constitute  an Event of Default;  (ii) the Company shall be in
default  with  respect to its  payment of any  obligations  under the  Preferred
Securities  Guarantee  relating to the Trust;  or (iii) the  Company  shall have
given notice of its election to defer payments of interest on such Debentures by
extending  the interest  payment  period as provided in this  Indenture and such
Extension  Period,  or any  extension  thereof,  shall be  continuing,  then (a)
neither  the  Company  nor  any of its  Subsidiaries  shall  declare  or pay any
dividend  on,  make any  distributions  with  respect  to, or redeem,  purchase,
acquire or make a liquidation  payment with respect to, any of its capital stock
(other than (A)  dividends  or  distributions  in common stock of the Company or
such Subsidiary,  as the case may be, or any declaration of a non-cash  dividend
in  connection  with the  implementation  of a  shareholder  rights plan, or the
issuance  of stock  under  any such plan in the  future,  or the  redemption  or
repurchase of any such rights pursuant thereto, (B) purchases of common stock of
the Company  related to the rights under any of the Company's  benefit plans for
its directors,  officers or employees), (C) as a result of a reclassification of
its capital stock, or (D) dividends or distributions made by a Subsidiary to the
Company,   or  (E)  dividends  or  distributions  made  by  a  Subsidiary  to  a
Subsidiary);  (b) neither the Company nor any Subsidiary  shall make any payment
of principal,  interest or premium,  if any, or repay,  repurchase or redeem any
debt  securities  issued by the Company or any Subsidiary  which rank pari passu
with (including without  limitation the Company's 9.25% Subordinated  Debentures
due 2027  issued  to First  Preferred  Capital  Trust  I, the  Company's  10.24%
Subordinated Debentures due 2030 issued to First Preferred Capital Trust II, the
Company's  9.00%  Subordinated  Debentures  due 2031  issued to First  Preferred
Capital  Trust  III,  the  Company's  Floating  Rate  Junior  Subordinated  Debt
Securities  due 2032  issued to First Bank  Capital  Trust,  and the First Banks
America,  Inc.  8.50%  Subordinated  Debentures due 2028 issued to First America
Capital Trust) or junior in interest to the Debentures;  provided, however, that
the Company may make payments  pursuant to its  obligations  under the Preferred
Securities Guarantee;  and (c) the Company shall not redeem, purchase or acquire
less than all of the Outstanding Debentures or any of the Preferred Securities.

         Section  5.7    Covenants  as  to  the  Trust. For so long as the Trust
Securities of the Trust remain outstanding,  the Company shall (i) maintain 100%
direct or indirect  ownership of the Common  Securities of the Trust;  provided,
however,  that any permitted  successor of the Company under this  Indenture may
succeed  to  the  Company's  ownership  of  the  Common  Securities;   (ii)  not
voluntarily  terminate,  wind up or  liquidate  the  Trust,  except  upon  prior
approval of the Federal  Reserve if then so required  under  applicable  capital
guidelines,  regulations  or  policies  of  the  Federal  Reserve  and  use  its
reasonable  efforts  to cause the Trust (a) to remain a  business  trust (and to
avoid involuntary termination, winding up or liquidation),  except in connection
with a distribution of Debentures, the redemption of all of the Trust Securities
of the  Trust or  certain  mergers,  consolidations  or  amalgamations,  each as
permitted  by the  Trust  Agreement;  and (b) to  otherwise  continue  not to be
treated as an association  taxable as a corporation  or  partnership  for United
States  federal income tax purposes;  (iii) use its reasonable  efforts to cause
each holder of Trust Securities to be treated as owning an undivided  beneficial
interest in the  Debentures;  and (iv)  including  any successor to the Company,
shall use best efforts to maintain the  eligibility of the Preferred  Securities
for listing, quotation or inclusion on or in any national securities exchange or
other  self-regulatory  organization on or in which the Preferred Securities are

<PAGE>

then listed, quoted or included (including,  if applicable,  the Nasdaq National
Market) and shall use best efforts to keep the  Preferred  Securities so listed,
quoted or included for so long as the Preferred  Securities remain  outstanding.
In  connection  with the  distribution  of the  Debentures to the holders of the
Preferred  Securities issued by the Trust upon a Dissolution  Event, the Company
shall use its best efforts to include  such  Debentures  in the Nasdaq  National
Market  or on  such  other  exchange  or to  include  such  Debentures  in  such
self-regulatory organization as the Preferred Securities are then listed, quoted
or included.

         Section  5.8    Covenants  as  to Purchases.  Except upon  the exercise
by the  Company of its right to redeem the  Debentures  pursuant  to Section 3.2
upon the occurrence and  continuation  of a Special Event or pursuant to Section
3.3(b), the Company shall not purchase any Debentures, in whole or in part, from
the Trust prior to June 30, 2008.

         Section  5.9    Waiver  of  Usury;  Stay or Extension Laws. The Company
shall not at any time insist upon, or plead, or in any manner  whatsoever  claim
or take the benefit or advantage  of, any usury,  stay or extension law wherever
enacted,  now or at any time hereafter in force,  which may affect the covenants
or the  performances  of this  Indenture,  and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and  covenants  that it will not hinder,  delay or impede the  execution  of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

         Section  5.10   Limitation  on  Additional  Junior  Indebtedness.   The
Company  shall  not,  and it shall  not cause or permit  any  Subsidiary  of the
Company to, incur, issue or be obligated on any Additional Junior  Indebtedness,
either  directly or  indirectly,  by way of guarantee,  suretyship or otherwise,
other than:

         (a)      Additional   Junior   Indebtedness  that, by   its  terms,  is
expressly stated to be junior and subordinate in all respects to the Debentures;
or

         (b)      Additional  Junior  Indebtedness   that,  by  its  terms,   is
expressly  stated to be pari  passu and rank  equally in all  respects  with the
Debentures;  provided,  however,  that  neither  the  Company  nor  any  of  its
Subsidiaries  shall incur, issue or otherwise become obligated on any Additional
Junior Indebtedness  pursuant to this Section 5.10(b) unless the quotient of "X"
divided by "Y" is less than 65% upon incurring,  issuing or otherwise  obligated
on any  Additional  Junior  Indebtedness,  where "X" and "Y" are  calculated  as
described in Section 5.10(c) and 5.10(d), respectively.

         (c)      As  used  in  Section 5.10(b),  "X"  means  the  sum  of   the
following:

                (i)       the  aggregate liquidation amount or principal amount,
as the case may be, of the  Debentures  Outstanding  at the time of the proposed
issuance of such Additional  Junior  Indebtedness  pursuant to Section  5.10(b),
plus

                (ii)     the  aggregate  liquidation amount or principal amount,
as the case may be, of any Additional Junior Indebtedness  previously issued and
outstanding  at the time of the  proposed  issuance  of such  Additional  Junior
Indebtedness  pursuant to Section 5.10(b),  excluding any such Additional Junior
Indebtedness  that,  by  its  terms,  is  expressly  stated  to  be  junior  and
subordinate in all respects to the Debentures, plus
<PAGE>

               (iii)     the  aggregate  liquidation amount or principal amount,
as the case may be, of the Additional Junior Indebtedness  proposed to be issued
or otherwise incurred pursuant to Section 5.10(b), plus

                (iv)     the principal amount of any  Senior Indebtedness of the
Company  outstanding  at the time of the  proposed  issuance of such  Additional
Junior Indebtedness pursuant to Section 5.10(b) for amounts borrowed;

                less, any indebtedness described in clauses (i) to (iv) above to
be paid with the proceeds of the Additional Junior Indebtedness then proposed to
be incurred, issued or upon which the Company is then to become obligated.

         (d)      As  used  in   Section 5.10(b), "Y"  means  the  sum  of   the
following:

                (i)      the   stockholder's   equity  (excluding  any amount of
accumulated other comprehensive income or loss) of the Company,  each calculated
on a consolidated basis and in accordance with accounting  principles  generally
accepted in the United  States of America,  determined as of the last day of the
month immediately  preceding the month during which the proposed issuance of the
Additional  Junior  Indebtedness  pursuant to Section  5.10(b) is  scheduled  to
occur, (provided, however, that in no event shall any portion of the Debentures,
the  Additional  Junior  Indebtedness  or the Senior  Indebtedness  described in
Section 5.10(c) also be included in "Y" under this Section 5.10(d)), plus

                (ii)     the  aggregate  liquidation amount or principal amount,
as the case may be, of any Additional Junior Indebtedness, which by its terms is
expressly  stated to be junior and subordinate in all respects to the Debentures
and which was  previously  issued and  outstanding  at the time of the  proposed
issuance of such Additional Junior Indebtedness pursuant to Section 5.10(b).

         (e)      Notwithstanding the foregoing, the limitations of this Section
5.10 shall not in any way preclude  the Company  from  merging with or into,  or
from acquiring or being acquired by, another Person (including by way of merger,
stock  purchase or  acquisition  of assets) that is not  directly or  indirectly
controlling,  controlled by or under common control with the Company in an arm's
length  transaction  entered  into in good  faith,  even  though  the pro  forma
consolidated  balance sheet of the surviving  Person  immediately  following the
consummation  of such  merger,  or of the  acquiror  immediately  following  the
completion  of such  acquisition  transaction,  may  include  Additional  Junior
Indebtedness  in amounts in excess of amounts that would  otherwise be permitted
by this Section 5.10;  provided,  however,  that  thereafter the  limitations on
future incurrences of Additional Junior  Indebtedness in this Section 5.10 shall
continue  to  apply  to the  Company  (in the  event  that  it is the  surviving
corporation  in such merger  transaction  or the  acquiror  in such  acquisition
transaction)  and shall  apply to the other  Person (in the event that it is the
surviving  corporation  in  such  merger  transaction  or the  acquiror  in such
acquisition  transaction)  whether or not such other Person is expressly  made a
party hereto.

         (f)      The Company will not pay  dividends or  make any  payments  on
account of the  purchase,  redemption  or other  retirement of any of its common
stock, or make any distribution in respect thereof,  directly or indirectly,  if
after such payment or distribution,  the quotient referred to in Section 5.10(b)
would exceed 60%.
<PAGE>

                                   ARTICLE VI
                       DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

         Section  6.1    Company  to  Furnish the Trustee Names and Addresses of
Debentureholders.  The Company  shall  furnish or cause to be  furnished  to the
Trustee (a) on a quarterly  basis on each regular  record date (as  described in
Section 2.5) a list, in such form as the Trustee may reasonably  require, of the
names and addresses of the holders of the  Debentures as of such regular  record
date, provided that the Company shall not be obligated to furnish or cause to be
furnished  such list at any time that the list shall not  differ in any  respect
from the most recent list  furnished to the Trustee by the Company (in the event
the Company fails to provide such list on a quarterly  basis,  the Trustee shall
be entitled to rely on the most recent list provided by the Company); and (b) at
such other times as the Trustee may request in writing  within  thirty (30) days
after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than fifteen (15) days prior to the time such list
is  furnished;  provided,  however,  that,  in either case, no such list need be
furnished if the Trustee shall be the Debenture Registrar.

         Section  6.2    Preservation  of Information  Communications  with  the
Debentureholders.

         (a)      The   Trustee   shall  preserve,  in   as current a form as is
reasonably  practicable,  all  information  as to the names and addresses of the
holders of  Debentures  contained  in the most  recent list  furnished  to it as
provided  in  Section  6.1 and as to the  names  and  addresses  of  holders  of
Debentures  received by the Trustee in its capacity as Debenture  Registrar  for
the Debentures (if acting in such capacity).

         (b)      The Trustee may  destroy  any list furnished to it as provided
in Section 6.1 upon receipt of a new list so furnished.

         (c)      Debentureholders may communicate as provided in Section 312(b)
of the Trust  Indenture  Act with other  Debentureholders  with respect to their
rights under this Indenture or under the Debentures.

         Section  6.3    Reports by the Company.

         (a)      The  Company  covenants  and  agrees to file with the Trustee,
within fifteen (15) days after the Company is required to file the same with the
Commission,  copies of the annual reports and of the information,  documents and
other  reports  (or  copies  of such  portions  of any of the  foregoing  as the
Commission may from time to time by rules and  regulations  prescribe)  that the
Company may be required  to file with the  Commission  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act; or, if the Company is not required to file
information,  documents or reports pursuant to either of such sections,  then to
file with the  Trustee  and the  Commission,  in  accordance  with the rules and
regulations  prescribed  from  time  to  time  by the  Commission,  such  of the
supplementary  and  periodic  information,  documents  and  reports  that may be
required  pursuant  to Section 13 of the  Exchange  Act in respect of a security
listed and  registered  on a national  securities  exchange as may be prescribed
from time to time in such rules and regulations.
<PAGE>

         (b)      The Company covenants  and agrees to file with the Trustee and
the Commission,  in accordance  with the rules and  regulations  prescribed from
time to time by the  Commission,  such  additional  information,  documents  and
reports  with  respect to  compliance  by the Company  with the  conditions  and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.

         (c)      The Company  covenants  and agrees to transmit by mail,  first
class postage prepaid, or reputable overnight delivery service that provides for
evidence  of receipt,  to the  Debentureholders,  as their  names and  addresses
appear upon the  Debenture  Register,  within  thirty (30) days after the filing
thereof  with the Trustee,  such  summaries of any  information,  documents  and
reports  required to be filed by the Company pursuant to subsections (a) and (b)
of this Section 6.3 as may be required by rules and regulations  prescribed from
time to time by the Commission.

         Section  6.4    Reports by the Trustee.

         (a)      On  or  before  July 15  in  each  year  in  which  any of the
Debentures  are  Outstanding,  the Trustee shall  transmit by mail,  first class
postage prepaid,  to the  Debentureholders,  as their names and addresses appear
upon the Debenture Register, a brief report dated as of the preceding May 15, if
and to the extent required under Section 313(a) of the Trust Indenture Act.

         (b)      The Trustee  shall comply with  Section  313(b) and 313(c)  of
the Trust Indenture Act.

         (c)      A  copy  of  each  such  report  shall, at  the  time  of such
transmission to Debentureholders, be filed by the Trustee with the Company, with
the Nasdaq  National  Market,  or any stock exchange on which any Debentures are
listed  and/or  any  other  self-regulatory  organization  on  or in  which  any
Debentures  are quoted or included (if so listed,  quoted or included)  and also
with  the  Commission.  The  Company  agrees  to  notify  the  Trustee  when any
Debentures  become  designated  for inclusion in the Nasdaq  National  Market or
listed on any other stock exchange or other self-regulatory organization.

                                   ARTICLE VII
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

         Section  7.1    Events of Default.

         (a)      Whenever used herein with  respect to the  Debentures,  "Event
                                                                           -----
of Default" means any one or more of the following  events that has occurred and
----------
is continuing:

                (i)      the Company defaults in the payment of any  installment
of interest  upon any of the  Debentures,  as and when the same shall become due
and payable,  and  continuance of such default for a period of thirty (30) days;
provided,  however,  that a valid extension of an interest payment period by the
Company in accordance  with the terms of this  Indenture  shall not constitute a
default in the payment of interest for this purpose;

                (ii)     the  Company  defaults in the payment of the  principal
on the  Debentures as and when the same shall become due and payable  whether at
maturity, upon redemption, by declaration or otherwise;
<PAGE>

                (iii)    the  Company  fails to  observe  or  perform  any other
of its covenants or agreements  with respect to the  Debentures  for a period of
ninety  (90)  days  after  the date on which  written  notice  of such  failure,
requiring  the same to be remedied  and stating that such notice is a "Notice of
                                                                       ---------
Default"  hereunder,  shall have been given to the  Company by the  Trustee,  by
-------
registered  or certified  mail, or to the Company and the Trustee by the holders
of at least  twenty-five  percent (25%) in principal amount of the Debentures at
the time Outstanding;

                (iv)     the  Company pursuant to or within the  meaning of  any
Bankruptcy  Law (A) commences a voluntary  case; (B) consents to the entry of an
order  for  relief  against  it in an  involuntary  case;  (C)  consents  to the
appointment  of a  Custodian  of it or  for  all  or  substantially  all  of its
property; or (D) makes a general assignment for the benefit of its creditors;

                (v)      a court of competent jurisdiction enters an order under
any  Bankruptcy Law that (A) is for relief against the Company in an involuntary
case;  (B) appoints a Custodian of the Company for all or  substantially  all of
its property;  or (C) orders the liquidation of the Company,  and in any of such
events the order or decree  remains  unstayed  and in effect for 60  consecutive
days; or

                (vi)     the  Trust  shall  have  voluntarily  or  involuntarily
dissolved, wound-up its business or otherwise terminated its existence except in
connection  with  (A)  the  distribution  of  Debentures  to  holders  of  Trust
Securities in liquidation of their interests in the Trust; (B) the redemption of
all of the outstanding  Trust  Securities of the Trust; or (C) certain  mergers,
consolidations or amalgamations, each as permitted by the Trust Agreement.

         (b)      In  each  and  every such case referred to in  paragraphs  (i)
through (vi) of Section 7.1(a), unless the principal of all the Debentures shall
have already  become due and  payable,  either the Trustee or the holders of not
less  than  twenty-five  percent  (25%) in  aggregate  principal  amount  of the
Debentures then Outstanding hereunder,  by notice in writing to the Company (and
to the Trustee if given by such  Debentureholders)  may declare the principal of
all  the  Debentures  to be due and  payable  immediately,  and  upon  any  such
declaration  the same shall  become and shall be  immediately  due and  payable,
notwithstanding anything contained in this Indenture or in the Debentures.

         (c)      At any time after the principal of the  Debentures  shall have
been so  declared  due and  payable,  and before any  judgment or decree for the
payment of the money due shall  have been  obtained  or  entered as  hereinafter
provided,  the  holders  of a  majority  in  aggregate  principal  amount of the
Debentures then Outstanding hereunder,  by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company  has paid or  deposited  with the  Trustee a sum  sufficient  to pay all
matured  installments  of interest upon all the  Debentures and the principal of
any and all Debentures that shall have become due otherwise than by acceleration
(with  interest  upon such  principal,  and, to the extent that such  payment is
enforceable under applicable law, upon overdue installments of interest,  at the
rate per  annum  expressed  in the  Debentures  to the date of such  payment  or
deposit) and the amount  payable to the Trustee  under Section 9.7; and (ii) any
and all Events of Default  under this  Indenture,  other than the  nonpayment of
principal on  Debentures  that shall not have become due by their  terms,  shall
have been remedied or waived as provided in Section 7.6. No such  rescission and
annulment  shall extend to or shall affect any subsequent  default or impair any
right consequent thereon.
<PAGE>

         (d)      In case the Trustee shall have  proceeded to enforce any right
with respect to Debentures under this Indenture and such proceedings  shall have
been  discontinued  or abandoned  because of such rescission or annulment or for
any other reason or shall have been  determined  adversely to the Trustee,  then
and  in  every  such  case  the  Company  and  the  Trustee  shall  be  restored
respectively  to their former  positions and rights  hereunder,  and all rights,
remedies and powers of the Company and the Trustee  shall  continue as though no
such proceedings had been taken.

         Section  7.2    Collection of Indebtedness and Suits for Enforcement by
Trustee.

         (a)      The Company covenants that (i)in case it shall  default in the
payment  of any  installment  of  interest  on any of the  Debentures,  and such
default  shall have  continued  for a period of thirty  (30) days (other than by
reason of a valid  extension  of an  interest  payment  period by the Company in
accordance with the terms of this  Indenture);  or (ii) in case it shall default
in the payment of the  principal  of any of the  Debentures  when the same shall
have become due and payable,  whether upon  maturity of the  Debentures  or upon
redemption or upon  declaration or otherwise,  then, upon demand of the Trustee,
the  Company  shall pay to the  Trustee,  for the  benefit of the holders of the
Debentures,  the whole amount that then shall have become due and payable on all
such  Debentures  for  principal or interest,  or both, as the case may be, with
interest  upon the overdue  principal  and (to the extent  that  payment of such
interest is enforceable  under applicable law and, if the Debentures are held by
the Trust or a trustee of the Trust,  without  duplication  of any other amounts
paid by the Trust or trustee in respect  thereof) upon overdue  installments  of
interest at the rate per annum  expressed  in the  Debentures;  and, in addition
thereto,  such  further  amount  as shall be  sufficient  to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section 9.7.

         (b)      If  the  Company  shall fail  to pay such amounts set forth in
Section 7.2(a) forthwith upon such demand,  the Trustee,  in its own name and as
trustee of an express  trust,  shall be entitled and  empowered to institute any
action or  proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the  Debentures  and collect the money adjudged or decreed to
be payable in the manner  provided by law out of the  property of the Company or
other obligor upon the Debentures, wherever situated.

         (c)      In   case   of  any  receivership,  insolvency,   liquidation,
bankruptcy, reorganization,  readjustment,  arrangement, composition or judicial
proceedings  affecting  the Company,  the Trust or the  creditors or property of
either,  the Trustee shall have power to intervene in such  proceedings and take
any action  therein that may be permitted by the court and shall  (except as may
be otherwise provided by law) be entitled to file such proofs of claim and other
papers and  documents  as may be  necessary  or  advisable  in order to have the
claims of the  Trustee  and of the  holders of the  Debentures  allowed  for the
entire amount due and payable by the Company under this Indenture at the date of
institution of such  proceedings  and for any additional  amount that may become
due and payable by the Company  after such date,  and to collect and receive any
money or other  property  payable  or  deliverable  on any  such  claim,  and to
distribute  the same after the  deduction  of the amount  payable to the Trustee
under  Section  9.7;  and any  receiver,  assignee or trustee in  bankruptcy  or
reorganization  is hereby authorized by each of the holders of the Debentures to
make such  payments to the  Trustee,  and,  in the event that the Trustee  shall
consent to the making of such payments directly to such Debentureholders, to pay
to the Trustee any amount due it under Section 9.7.
<PAGE>

         (d)      All  rights  of  action  and  of  asserting  claims under this
Indenture, or under any of the terms established with respect to the Debentures,
may be enforced by the Trustee without the possession of any of such Debentures,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or  proceeding  instituted  by the Trustee shall be brought in its
own name as trustee of an express  trust,  and any  recovery of judgment  shall,
after provision for payment to the Trustee of any amounts due under Section 9.7,
be for the ratable benefit of the holders of the Debentures. In case of an Event
of Default  hereunder  which is  continuing,  the Trustee may in its  discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect  and  enforce  any of such  rights,  either  at law or in  equity  or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement  contained  in this  Indenture  or in aid of the exercise of any power
granted in this  Indenture,  or to enforce  any other legal or  equitable  right
vested in the Trustee by this  Indenture  or by law.  Nothing  contained  herein
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Debentureholder any plan of reorganization,  arrangement,
adjustment or  composition  affecting the Debentures or the rights of any holder
thereof  or to  authorize  the  Trustee  to vote in  respect of the claim of any
Debentureholder in any such proceeding.

         Section  7.3    Application   of   Money Collected.  Any money or other
assets collected by the Trustee pursuant to this Article VII with respect to the
Debentures  shall be applied in the following  order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money or other assets on
account of principal or  interest,  upon  presentation  of the  Debentures,  and
notation  thereon of the payment,  if only  partially  paid,  and upon surrender
thereof if fully paid:

         FIRST:  To the payment of costs and expenses of  collection  and of all
amounts payable to the Trustee under Section 9.7;

         SECOND: To the payment of all Senior Indebtedness of the Company if and
to the extent required by Article XVI; and

         THIRD:  To the  payment of the  amounts  then due and  unpaid  upon the
Debentures for principal and interest, in respect of which or for the benefit of
which such money has been collected,  ratably, without preference or priority of
any kind,  according  to the  amounts  due and  payable on such  Debentures  for
principal and interest, respectively.

         Section  7.4    Limitation on Suits.

         (a)      Except  as  set  forth  in  this  Indenture,  no holder of any
Debenture shall have any right by virtue or by availing of any provision of this
Indenture to institute  any suit,  action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the  appointment of a receiver
or trustee, or for any other remedy hereunder, unless (i) such holder previously
shall have given to the Trustee written notice of an Event of Default and of the
continuance  thereof with  respect to the  Debentures  specifying  such Event of
Default, as hereinbefore provided; (ii) the holders of not less than twenty-five
percent (25%) in aggregate  principal  amount of the Debentures then Outstanding
shall have made written request upon the Trustee to institute such action,  suit

<PAGE>

or proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have  offered to the Trustee such  reasonable  indemnity as it may require
against the costs,  expenses and liabilities to be incurred  therein or thereby;
and (iv) the  Trustee  for sixty  (60) days after its  receipt  of such  notice,
request and offer of indemnity  shall have failed to institute  any such action,
suit or  proceeding  and during  such sixty (60) day  period,  the  holders of a
majority  in  principal  amount  of the  Debentures  do not give the  Trustee  a
direction inconsistent with the request.

         (b)      Notwithstanding  anything  contained herein to the contrary or
any  other  provisions  of  this  Indenture,  the  right  of any  holder  of the
Debentures  to  receive  payment  of  the  principal  of  and  interest  on  the
Debentures,  as therein provided, on or after the respective due dates expressed
in such Debenture (or in the case of redemption,  on the redemption date), or to
institute  suit  for the  enforcement  of any  such  payment  on or  after  such
respective  dates or redemption  date, shall not be impaired or affected without
the  consent  of such  holder  and by  accepting  a  Debenture  hereunder  it is
expressly  understood,  intended and covenanted by the taker and holder of every
Debenture  with every other such taker and holder and the Trustee that no one or
more holders of the Debentures shall have any right in any manner  whatsoever by
virtue or by availing of any provision of this  Indenture to affect,  disturb or
prejudice  the  rights of the  holders  of any other of such  Debentures,  or to
obtain or seek to obtain  priority  over or preference to any other such holder,
or to enforce  any right  under  this  Indenture,  except in the  manner  herein
provided  and for the equal,  ratable  and common  benefit of all holders of the
Debentures. For the protection and enforcement of the provisions of this Section
7.4,  each and every  Debentureholder  and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

         Section  7.5    Rights and Remedies Cumulative; Delay  or  Omission Not
Waiver.

         (a)      Except as otherwise provided in Section 2.9(b), all powers and
remedies  given by this  Article VII to the  Trustee or to the  Debentureholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other  powers and  remedies  available  to the Trustee or the holders of the
Debentures,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise established with respect to such Debentures.

         (b)      No delay or omission of the Trustee or of any holder of any of
the Debentures to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall  be  construed  to be a  waiver  of any such  default  or an  acquiescence
therein;  and,  subject to the provisions of Section 7.4, every power and remedy
given by this Article VII or by law to the Trustee or the  Debentureholders  may
be exercised  from time to time, and as often as shall be deemed  expedient,  by
the Trustee or by the Debentureholders.

         Section  7.6    Control  by  Debentureholders.   The   holders   of   a
majority  in  aggregate   principal   amount  of  the  Debentures  at  the  time
Outstanding, determined in accordance with Section 10.4, shall have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available  to the Trustee,  or  exercising  any trust or power  conferred on the
Trustee;  provided,  however,  that such direction shall not be in conflict with
any rule of law or with this  Indenture.  Subject to the  provisions  of Section
9.1, the Trustee shall have the right to decline to follow any such direction if

<PAGE>

the Trustee in good faith  shall,  by a  Responsible  Officer or Officers of the
Trustee,  determine that the proceeding so directed would involve the Trustee in
personal  liability.  The holders of a majority in aggregate principal amount of
the  Debentures  at  the  time  Outstanding  affected  thereby,   determined  in
accordance  with  Section  10.4,  may on  behalf  of the  holders  of all of the
Debentures  waive any past default in the  performance  of any of the  covenants
contained  herein and its  consequences,  except (i) a default in the payment of
the principal of or interest on any of the Debentures as and when the same shall
become  due by the  terms  of such  Debentures  otherwise  than by  acceleration
(unless  such  default  has been cured and a sum  sufficient  to pay all matured
installments  of principal and interest has been  deposited with the Trustee (in
accordance with Section  7.1(c));  (ii) a default in the covenants  contained in
Section 5.7; or (iii) in respect of a covenant or provision  hereof which cannot
be  modified or amended  without  the consent of the holder of each  Outstanding
Debenture affected;  provided,  however,  that if the Debentures are held by the
Trust or a trustee of the Trust,  such  waiver or  modification  to such  waiver
shall not be effective until the holders of a majority in liquidation preference
of Trust  Securities  of the  Trust  shall  have  consented  to such  waiver  or
modification to such waiver; provided,  further, that if the Debentures are held
by the Trust or a trustee of the Trust, and if the consent of the holder of each
Outstanding Debenture is required, such waiver shall not be effective until each
holder of the Trust Securities of the Trust shall have consented to such waiver.
Upon any such waiver,  the default  covered  thereby shall be deemed to be cured
for all purposes of this Indenture and the Company,  the Trustee and the holders
of the  Debentures  shall be  restored  to their  former  positions  and  rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other default or impair any right consequent thereon.

         Section  7.7    Undertaking    to   Pay   Costs.  All  parties  to this
Indenture agree,  and each holder of any Debentures by such holder's  acceptance
thereof  shall be deemed to have  agreed,  that any court may in its  discretion
require,  in any suit for the  enforcement  of any  right or remedy  under  this
Indenture, or in any suit against the Trustee for any action taken or omitted by
it as the  Trustee,  the  filing  by any  party  litigant  in  such  suit  of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section 7.7 shall not apply to any suit  instituted  by the
Trustee,  to  any  suit  instituted  by any  Debentureholder,  or  group  of the
Debentureholders  holding  more than ten percent  (10%) in  aggregate  principal
amount  of  the  Outstanding  Debentures,  or to  any  suit  instituted  by  any
Debentureholder  for the  enforcement  of the  payment  of the  principal  of or
interest on the  Debentures,  on or after the respective due dates  expressed in
such Debenture or established pursuant to this Indenture.

         Section  7.8    Direct  Action; Right  of Set-Off. In the event that an
Event of Default has occurred and is continuing  and such event is  attributable
to the failure of the Company to pay interest on or principal of the  Debentures
on an Interest  Payment Date or Maturity Date, as  applicable,  then a holder of
Preferred  Securities  may institute and prosecute a legal  proceeding  directly
against the Company for  enforcement  of payment to such holder of the principal
of or  interest  on such  Debentures  having  a  principal  amount  equal to the
aggregate  Liquidation  Amount of the  Preferred  Securities  of such holders (a
"Direct Action"). In connection with such Direct Action, the Company will have a
 -------------
right of set-off under this Indenture to the extent of any payment actually made
by the Company to such holder of the Preferred  Securities  with respect to such
Direct Action.
<PAGE>

                                  ARTICLE VIII
                      FORM OF DEBENTURE AND ORIGINAL ISSUE

         Section  8.1    Form  of Debenture.  The  Debenture  and  the Trustee's
Certificate of  Authentication to be endorsed thereon are to be substantially in
the  forms  contained  as  Exhibit  A to  this  Indenture  attached  hereto  and
incorporated herein by reference.

         Section  8.2    Original Issue of the  Debentures.  Debentures  in  the
aggregate principal amount of $41,237,125 may, upon execution of this Indenture,
be executed by the Company and delivered to the Trustee for  authentication.  If
the  Underwriters  exercise their Option and there is an Option Closing Date (as
such terms are defined in the  Underwriting  Agreement  dated March 26, 2003, by
and among the Company,  the Trust and Stifel,  Nicolaus & Company,  Incorporated
and Fahnestock & Co. Inc., as representatives of the several  Underwriters named
therein),  then  on such  Option  Closing  Date,  Debentures  in the  additional
aggregate  principal  amount of up to $6,185,575  may be executed by the Company
and  delivered  to the Trustee  for  authentication.  In either such event,  the
Trustee shall thereupon  authenticate and deliver said Debentures to or upon the
written  order of the  Company,  signed by its  Chairman,  its  Chief  Executive
Officer, its President,  or any Vice President and its Treasurer or an Assistant
Treasurer, without any further action by the Company.

                                   ARTICLE IX
                             CONCERNING THE TRUSTEE

         Section  9.1    Certain Duties and Responsibilities of the Trustee.

         (a)      The Trustee, prior to  the  occurrence  of an Event of Default
and after the  curing of all  Events of Default  that may have  occurred,  shall
undertake to perform with  respect to the  Debentures  such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
shall be read into  this  Indenture  against  the  Trustee.  In case an Event of
Default has occurred  and is  continuing  and has not been cured or waived,  the
Trustee  shall  exercise  such of the  rights  and  powers  vested in it by this
Indenture,  and use the same  degree  of care and  skill in its  exercise,  as a
prudent Person would exercise or use under the  circumstances  in the conduct of
his or her own affairs.

         (b)      No  provision of this  Indenture shall be construed to relieve
the 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  an  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  Trustee  shall with
         respect  to   the  Debentures  be  determined  solely  by  the  express
         provisions of  this Indenture, and the Trustee shall not be liable with
         respect to the Debentures except for the performance of such duties and
         obligations  as  are  specifically  set forth in this Indenture, and no
         implied  covenants  or  obligations  shall  be read into this Indenture
         against the Trustee; and

                  (B)    in the absence of bad faith on the part of the Trustee,
         the Trustee may with respect to the Debentures 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
         Trustee and conforming to the requirements of  this  Indenture; but  in
         the  case  of  any  such certificates or opinions that by any provision
         hereof  are  specifically  required to be furnished to the Trustee, the
         Trustee shall be  under a duty to examine the same to determine whether
         or not they conform to the requirements of this Indenture;
<PAGE>

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

               (iii)     the  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
direction of the holders of not less than a majority in principal  amount of the
Debentures  at the time  Outstanding  relating to the time,  method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power  conferred upon the Trustee under this Indenture with respect
to the Debentures; and

                (iv)     none  of the  provisions  contained  in this  Indenture
shall  require  the 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 there is  reasonable  ground for
believing  that the  repayment  of such  funds or  liability  is not  reasonably
assured to it under the terms of this  Indenture or adequate  indemnity  against
such risk is not reasonably assured to it.

         Section  9.2    Notice  of Defaults.  Within   ninety  (90)  days after
actual  knowledge by a Responsible  Officer of the Trustee of the  occurrence of
any Default hereunder with respect to the Debentures, the Trustee shall transmit
by mail to all holders of the Debentures, as their names and addresses appear in
the Debenture Register,  notice of such default,  unless such Default shall have
been cured or waived;  provided,  however, that, except in the case of a Default
in the payment of the principal or interest (including any Additional  Payments)
on any Debenture,  the Trustee shall be protected in withholding  such notice if
and so long as the  board  of  directors,  the  executive  committee  or a trust
committee of the directors and/or Responsible Officers of the Trustee determines
in good faith that the  withholding  of such notice is in the  interests  of the
holders  of such  Debentures;  and  provided,  further,  that in the case of any
Default of the  character  specified in section  7.1(a)(iii),  no such notice to
holders of  Debentures  need be sent until at least  thirty  (30) days after the
occurrence thereof.

         Section  9.3    Certain   Rights   of   Trustee.  Except  as  otherwise
provided in Section 9.1:

         (a)      The  Trustee  may  rely  and  shall  be protected in acting or
refraining from acting upon any resolution,  certificate, statement, instrument,
opinion,  report, notice, request,  consent, order, approval,  bond, security or
other paper or document  believed by it to be genuine and to have been signed or
presented by the proper party or parties;

         (b)      Any  request,  direction,  order  or  demand  of  the  Company
mentioned  herein shall be  sufficiently  evidenced by a Board  Resolution or an
instrument  signed  in the  name of the  Company  by the  President  or any Vice
President and by the Secretary or an Assistant  Secretary or the Treasurer or an
Assistant  Treasurer  thereof  (unless  other  evidence  in  respect  thereof is
specifically prescribed herein);
<PAGE>

         (c)      The Trustee shall not be deemed to have knowledge of a Default
or an Event of  Default,  other  than an Event of Default  specified  in Section
7.1(a)(i) or (ii),  unless and until it receives  written  notification  of such
Event of Default from the Company or by holders of at least twenty-five  percent
(25%)  of  the  aggregate  principal  amount  of  the  Debentures  at  the  time
Outstanding;

         (d)      The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete  authorization
and  protection in respect of any action taken or suffered or omitted  hereunder
in good faith and in reliance thereon;

         (e)      The  Trustee  shall  be under no obligation to exercise any of
the rights or powers  vested in it by this  Indenture at the  request,  order or
direction of any of the  Debentureholders,  pursuant to the  provisions  of this
Indenture,  unless  such  Debentureholders  shall have  offered  to the  Trustee
reasonable  security or indemnity  against the costs,  expenses and  liabilities
that may be  incurred  therein  or  thereby;  nothing  contained  herein  shall,
however, relieve the Trustee of the obligation,  upon the occurrence of an Event
of Default  (that is  continuing  and has not been cured or waived) to  exercise
with  respect to the  Debentures  such of the rights and powers  vested in it by
this Indenture, and to use the same degree of care and skill in its exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs;

         (f)      The  Trustee  shall  not  be  liable  for  any action taken or
omitted to be taken by it in good faith and believed by it to be  authorized  or
within the discretion or rights or powers conferred upon it by this Indenture;

         (g)      The 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,  consent, order, approval, bond,
security, or other papers or documents,  unless requested in writing so to do by
the holders of not less than a majority in principal  amount of the  Outstanding
Debentures (determined as provided in Section 10.4); provided,  however, that if
the payment  within a reasonable  time to the Trustee of the costs,  expenses or
liabilities  likely to be incurred by it in the making of such investigation is,
in the  opinion of the  Trustee,  not  reasonably  assured to the Trustee by the
security afforded to it by the terms of this Indenture,  the Trustee may require
reasonable indemnity against such costs,  expenses or liabilities as a condition
to so proceeding,  and the reasonable expense of every such examination shall be
paid by the Company or, if paid by the  Trustee,  shall be repaid by the Company
upon demand; and

         (h)      The Trustee may execute any of the trusts or powers  hereunder
or perform  any duties  hereunder  either  directly  or by or through  agents or
attorneys  and the  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.

         Section  9.4    Trustee Not Responsible for Recitals, etc.

         (a)      The Recitals  contained herein and in the Debentures shall  be
taken  as  the   statements  of  the  Company,   and  the  Trustee   assumes  no
responsibility for the correctness of the same.

         (b)      The Trustee makes no representations  as to  the  validity  or
sufficiency of this Indenture or of the Debentures.
<PAGE>

         (c)      The   Trustee   shall   not   be   accountable  for the use or
application  by the Company of any of the  Debentures or of the proceeds of such
Debentures,  or for the use or application of any money paid over by the Trustee
in  accordance  with  any  provision  of  this  Indenture,  or  for  the  use or
application of any money received by any Paying Agent other than the Trustee.

         Section  9.5    May  Hold the Debentures.  The  Trustee  or any  Paying
Agent or Debenture Registrar for the Debentures,  in its individual or any other
capacity, may become the owner or pledgee of the Debentures with the same rights
it would have if it were not Trustee, Paying Agent or Debenture Registrar.

         Section  9.6    Money  Held in  Trust.  Subject to  the  provisions  of
Section 13.5, all money received by the Trustee shall,  until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be  segregated  from other funds  except to the extent  required by
law. The Trustee shall be under no liability for interest on any money  received
by it hereunder except such as it may agree with the Company to pay thereon.

         Section  9.7    Compensation and Reimbursement.

         (a)      The Company  covenants  and agrees to pay to the  Trustee, and
the Trustee shall be entitled to, such reasonable  compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust), as the Company and the Trustee may from time to time agree in
writing,  for all services  rendered by it in the execution of the trusts hereby
created  and in the  exercise  and  performance  of any of the powers and duties
hereunder of the Trustee,  and, except as otherwise  expressly  provided herein,
the  Company  shall  pay or  reimburse  the  Trustee  upon its  request  for all
reasonable expenses,  disbursements and advances incurred or made by the Trustee
in  accordance  with any of the  provisions  of this  Indenture  (including  the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ)  except any such expense,  disbursement
or advance as may arise from its  negligence  or bad  faith.  The  Company  also
covenants to indemnify  the Trustee (and its  officers,  agents,  directors  and
employees) for, and to hold it harmless against,  any loss, liability or expense
incurred without  negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this Indenture,
including  the costs and  expenses  of  defending  itself  against  any claim of
liability in the premises.

         (b)      The  obligations  of  the  Company  under  this Section 9.7 to
compensate  and  indemnify  the Trustee and to pay or reimburse  the Trustee for
expenses,  disbursements and advances shall constitute  additional  indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the  Debentures  upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Debentures.

         Section  9.8    Reliance   on   Officers'    Certificate.    Except  as
otherwise  provided  in  Section  9.1,  whenever  in the  administration  of the
provisions  of this  Indenture  the Trustee shall deem it necessary or desirable
that a matter be proved or established  prior to taking or suffering or omitting
to take any action  hereunder,  such matter  (unless  other  evidence in respect
thereof be herein specifically  prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee,  be deemed to be  conclusively  proved and
established  by an  Officers'  Certificate  delivered  to the  Trustee  and such
certificate,  in the  absence  of  negligence  or bad  faith  on the part of the
Trustee,  shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the  provisions of this Indenture upon the faith
thereof.
<PAGE>

         Section  9.9    Disqualification;   Conflicting   Interests.  If    the
Trustee has or shall acquire any  "conflicting  interest"  within the meaning of
Section 310(b) of the Trust  Indenture Act, the Trustee and the Company shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         Section  9.10   Corporate  Trustee Required;  Eligibility. There  shall
at all times be a Trustee with respect to the Debentures  issued hereunder which
shall at all times be a corporation  organized and doing business under the laws
of the United  States or any state or  territory  thereof or of the  District of
Columbia,  or a corporation  or other Person  permitted to act as trustee by the
Commission,  authorized  under such laws to  exercise  corporate  trust  powers,
having  (or the  obligations  of which are  guaranteed  by an  entity  having) a
combined capital and surplus of at least $50,000,000, and subject to supervision
or  examination  by  federal,  state,  territorial,   or  District  of  Columbia
authority.  If such Person  publishes  reports of condition  at least  annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority,  then for the purposes of this Section 9.10, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so  published.  The Company may
not, nor may any Person  directly or indirectly  controlling,  controlled by, or
under common control with the Company, serve as Trustee. In case at any time the
Trustee  shall cease to be eligible in  accordance  with the  provisions of this
Section 9.10,  the Trustee shall resign  immediately  in the manner and with the
effect specified in Section 9.11.

         Section  9.11   Resignation and Removal; Appointment of Successor.

         (a)      The Trustee or any successor hereafter  appointed,  may at any
time resign by giving written notice thereof to the Company and by  transmitting
notice  of  resignation   by  mail,   first  class  postage   prepaid,   to  the
Debentureholders,  as their  names  and  addresses  appear  upon  the  Debenture
Register. Upon receiving such notice of resignation,  the Company shall promptly
appoint a successor trustee with respect to Debentures by written instrument, in
duplicate,  executed  by order  of the  Board  of  Directors,  one copy of which
instrument  shall be  delivered  to the  resigning  Trustee  and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within thirty (30) days after the mailing of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for  the  appointment  of a  successor  trustee  with  respect  to
Debentures,  or  any  Debentureholder  who  has  been a bona  fide  holder  of a
Debenture  or  Debentures  for at  least  six (6)  months  may,  subject  to the
provisions  of  Sections  9.9 and 9.10,  on behalf of himself or herself and all
others  similarly  situated,  petition any such court for the  appointment  of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

         (b)      In case at any time any one of the following shall occur:

                (i)      the Trustee shall fail to comply with the provisions of
Section  9.9  after  written   request   therefor  by  the  Company  or  by  any
Debentureholder who has been a bona fide holder of a Debenture or Debentures for
at least six months; or
<PAGE>

                (ii)     the  Trustee  shall  cease to be eligible in accordance
with  the  provisions  of  Section 9.10  and  shall fail to resign after written
request therefor by the Company or by any such Debentureholder; or

               (iii)     the  Trustee  shall  become  incapable  of  acting,  or
shall be adjudged a bankrupt or  insolvent,  or commence a voluntary  bankruptcy
proceeding,  or a receiver of the Trustee or of its property  shall be appointed
or  consented  to, or any public  officer  shall  take  charge or control of the
Trustee  or of its  property  or  affairs  for the  purpose  of  rehabilitation,
conservation or liquidation;

then,  in any such case,  the Company may remove the Trustee with respect to all
Debentures and appoint a successor trustee by written instrument,  in duplicate,
executed by order of the Board of Directors,  one copy of which instrument shall
be  delivered to the Trustee so removed and one copy to the  successor  trustee,
or,  subject to the  provisions  of Sections 9.9 and 9.10,  unless the Trustee's
duty to resign is stayed as provided herein, any  Debentureholder who has been a
bona fide holder of a Debenture  or  Debentures  for at least six months may, on
behalf of that holder and all others similarly  situated,  petition any court of
competent  jurisdiction  for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

         (c)      The   holders   of   a   majority   in principal amount of the
Debentures  at the time  Outstanding  may at any time  remove the  Trustee by so
notifying  the Trustee and the Company and may appoint a successor  Trustee with
the consent of the Company.

         (d)      Any resignation or removal of the Trustee and appointment of a
successor  trustee  with  respect  to  the  Debentures  pursuant  to  any of the
provisions  of this Section  9.11 shall  become  effective  upon  acceptance  of
appointment by the successor trustee as provided in Section 9.12.

         (e)      Any successor trustee appointed  pursuant to this Section 9.11
may be appointed with respect to the Debentures,  and at any time there shall be
only one Trustee with respect to the Debentures.

         Section  9.12   Acceptance of Appointment by Successor.

         (a)      In case of the  appointment  hereunder of a successor  trustee
with respect to the  Debentures,  every  successor  trustee so  appointed  shall
execute,  acknowledge and deliver to the Company and to the retiring  Trustee an
instrument accepting such appointment,  and thereupon the resignation or removal
of the retiring  Trustee  shall become  effective  and such  successor  trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers,  trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor  trustee,  such  retiring  Trustee  shall,  upon
payment of its charges,  execute and deliver an instrument  transferring to such
successor trustee all the rights, powers, and trusts of the retiring Trustee and
shall duly assign,  transfer and deliver to such successor  trustee all property
and money held by such retiring Trustee hereunder.

         (b)      Upon  request  of  any  successor  trustee,  the Company shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in paragraph (a) of this Section 9.12.
<PAGE>

         (c)      No successor trustee  shall accept its  appointment  unless at
the time of such  acceptance  such  successor  trustee  shall be  qualified  and
eligible under this Article IX.

         (d)      Upon  acceptance of  appointment  by  a  successor  trustee as
provided  in this  Section  9.12,  the  Company  shall  transmit  notice  of the
succession of such trustee  hereunder by mail, first class postage  prepaid,  to
the  Debentureholders,  as their names and  addresses  appear upon the Debenture
Register.  If the Company  fails to transmit  such notice  within ten days after
acceptance of appointment by the successor trustee,  the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

         Section  9.13   Merger,   Conversion,  Consolidation  or  Succession to
Business.  Any Person into which the 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 Trustee shall be a party, or any Person
succeeding  to the  corporate  trust  business  of  the  Trustee,  shall  be the
successor  of the  Trustee  hereunder,  provided,  that  such  Person  shall  be
qualified  under the provisions of Section 9.9 and eligible under the provisions
of Section 9.10, without the execution or filing of any paper or any further act
on the  part of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.  In case any Debentures shall have been authenticated,  but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such  authenticating  Trustee may adopt such authentication and
deliver  the  Debentures  so  authenticated  with  the  same  effect  as if such
successor Trustee had itself authenticated such Debentures.

         Section  9.14   Preferential    Collection   of  Claims   Against   the
Company.  The Trustee  shall comply with Section  311(a) of the Trust  Indenture
Act,  excluding  any creditor  relationship  described in Section  311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

                                    ARTICLE X
                         CONCERNING THE DEBENTUREHOLDERS

         Section  10.1   Evidence of Action by Holders.

         (a)      Whenever in this Indenture it is provided  that the holders of
a majority or specified  percentage in principal  amount of the  Debentures  may
take any action  (including  the making of any demand or request,  the giving of
any notice,  consent or waiver or the taking of any other action), the fact that
at the time of taking any such action the holders of such  majority or specified
percentage  have joined therein may be evidenced by any instrument or any number
of instruments of similar tenor executed by such holders of Debentures in Person
or by agent or proxy appointed in writing.

         (b)      If  the  Company  shall  solicit from the Debentureholders any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action,   the  Company  may,  at  its  option,  as  evidenced  by  an  Officers'
Certificate,   fix  in  advance  a  record   date  for  the   determination   of
Debentureholders   entitled  to  give  such  request,   demand,   authorization,
direction,  notice,  consent, waiver or other action, but the Company shall have
no  obligation to do so. If such a record date is fixed,  such request,  demand,
authorization,  direction,  notice, consent, waiver or other action may be given
before or after the record date, but only the  Debentureholders of record at the
close of business on the record date shall be deemed to be Debentureholders  for
the purposes of determining whether Debentureholders of the requisite proportion
of  Outstanding  Debentures  have  authorized  or  agreed or  consented  to such
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action, and for that purpose the Outstanding  Debentures shall be computed as of

<PAGE>

the record date;  provided,  however,  that no such authorization,  agreement or
consent by such  Debentureholders  on the record date shall be deemed  effective
unless it shall become  effective  pursuant to the  provisions of this Indenture
not later than six (6) months after the record date.

         Section  10.2   Proof of Execution  by  Debentureholders.   Subject  to
the  provisions of Section 9.1,  proof of the  execution of any  instrument by a
Debentureholder   (such   proof  shall  not   require   notarization)   or  such
Debentureholder's  agent or proxy and proof of the  holding by any Person of any
of the Debentures shall be sufficient if made in the following manner:

         (a)      The fact and date of the execution by any such  Person  of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

         (b)      The ownership of Debentures shall be proved  by the  Debenture
Register of such  Debentures  or by a  certificate  of the  Debenture  Registrar
thereof.

         (c)      The Trustee may require such additional  proof  of any  matter
referred to in this Section 10.2 as it shall deem necessary.

         Section  10.3   Who   May   be   Deemed   Owners.   Prior  to  the  due
presentment  for  registration  of transfer of any Debenture,  the Company,  the
Trustee,  any Paying Agent, any Authenticating Agent and any Debenture Registrar
may deem and treat the Person in whose name such  Debenture  shall be registered
upon the books of the Company as the absolute owner of such  Debenture  (whether
or not such  Debenture  shall be  overdue  and  notwithstanding  any  notice  of
ownership or writing thereon made by anyone other than the Debenture  Registrar)
for the purpose of  receiving  payment of or on account of the  principal of and
interest on such Debenture  (subject to Section 2.3) and for all other purposes;
and  neither  the  Company  nor  the  Trustee  nor  any  Paying  Agent  nor  any
Authenticating Agent nor any Debenture Registrar shall be affected by any notice
to the contrary.

         Section  10.4   Certain  Debentures  Owned  by Company Disregarded.  In
determining  whether  the  holders  of the  requisite  principal  amount  of the
Debentures  have  concurred  in any  direction,  consent  or waiver  under  this
Indenture,  the Debentures that are owned by the Company or any other obligor on
the Debentures or by any Person directly or indirectly controlling or controlled
by or under  common  control  with  the  Company  or any  other  obligor  on the
Debentures shall be disregarded and deemed not to be Outstanding for the purpose
of any such  determination,  except  that  (i) for the  purpose  of  determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Debentures that the Trustee actually knows are so owned shall be
so  disregarded;  and (ii) for purposes of this Section 10.4, the Trust shall be
deemed not to be  controlled by the Company.  The  Debentures so owned that have
been  pledged in good faith may be regarded as  Outstanding  for the purposes of
this Section  10.4, if the pledgee shall  establish to the  satisfaction  of the
Trustee the pledgee's  right so to act with respect to such  Debentures and that
the pledgee is not a Person directly or indirectly  controlling or controlled by
or under  direct or indirect  common  control with the Company or any such other
obligor.  In case of a dispute as to such  right,  any  decision  by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.
<PAGE>

         Section  10.5   Actions  Binding  on  Future  Debentureholders.  At any
time prior to (but not after) the  evidencing  to the  Trustee,  as  provided in
Section  10.1,  of the taking of any action by the  holders of the  majority  or
percentage in principal amount of the Debentures  specified in this Indenture in
connection  with such  action,  any holder of a  Debenture  that is shown by the
evidence to be included in the Debentures the holders of which have consented to
such action may, by filing  written  notice with the Trustee,  and upon proof of
holding as provided in Section 10.2,  revoke such action so far as concerns such
Debenture.  Except  as  aforesaid  any such  action  taken by the  holder of any
Debenture  shall be conclusive  and binding upon such holder and upon all future
holders and owners of such  Debenture,  and of any Debenture  issued in exchange
therefor, on registration of transfer thereof or in place thereof,  irrespective
of whether or not any  notation in regard  thereto is made upon such  Debenture.
Any action  taken by the holders of the  majority  or  percentage  in  principal
amount of the  Debentures  specified in this  Indenture in connection  with such
action  shall be  conclusively  binding  upon the  Company,  the Trustee and the
holders of all the Debentures.

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

         Section  11.1   Supplemental   Indentures   Without  the   Consent   of
Debentureholders. In addition to any supplemental indenture otherwise authorized
by this Indenture,  the Company and the Trustee may from time to time and at any
time enter into an  indenture or  indentures  supplemental  hereto  (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Debentureholders, for one or more of the following purposes:

         (a)      to cure any ambiguity, defect, or inconsistency  herein, or in
the Debentures;

         (b)      to provide for uncertificated Debentures in addition to  or in
place of certificated Debentures;

         (c)      to add to the covenants of the Company for th  benefit  of the
holders  of all or any of the  Debentures  or to  surrender  any  right or power
herein conferred upon the Company;

         (d)      to  make  any change that does not adversely affect the rights
of any Debentureholder in any material respect;

         (e)      to  qualify  or maintain the  qualification  of this Indenture
under the Trust Indenture Act;

         (f)      to evidence a consolidation or merger involving the Company as
permitted under Section 12.1;

         (g)      to add to, delete from, or revise the conditions, limitations,
and  restrictions  on the  authorized  amount,  terms,  or  purposes  of  issue,
authentication, and delivery of Debentures, only as herein set forth; or

         (h)      to  provide  for  the  issuance  of and establish the form and
terms  and  conditions  of  the  Debentures,   to  establish  the  form  of  any
certifications  required to be furnished pursuant to the terms of this Indenture
or of the Debentures, or to add to the rights of the holders of the Debentures.
<PAGE>

         The  Trustee  is  hereby  authorized  to join with the  Company  in the
execution  of  any  such  supplemental  indenture,   and  to  make  any  further
appropriate  agreements and stipulations that may be therein contained,  but the
Trustee  shall not be  obligated to enter into any such  supplemental  indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.  Any supplemental  indenture  authorized by the provisions of this
Section 11.1 may be executed by the Company and the Trustee  without the consent
of the holders of any of the Debentures at the time Outstanding, notwithstanding
any of the provisions of Section 11.2.

         Section  11.2   Supplemental     Indentures    with      Consent     of
Debentureholders.  With the consent  (evidenced  as provided in Section 10.1) of
the holders of not less than a majority in principal amount of the Debentures at
the time Outstanding, the Company, when authorized by Board Resolutions, and the
Trustee  may from  time to time  and at any  time  enter  into an  indenture  or
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust  Indenture Act as then in effect) for the purpose of adding any provisions
to or  changing  in any  manner or  eliminating  any of the  provisions  of this
Indenture  or of any  supplemental  indenture  or of modifying in any manner not
covered by Section 11.1 the rights of the holders of the  Debentures  under this
Indenture;  provided, however, that no such supplemental indenture shall without
the consent of the  holders of each  Debenture  then  Outstanding  and  affected
thereby,  (i) extend the fixed maturity of any Debentures,  reduce the principal
amount  thereof,  or reduce the rate or extend  the time of payment of  interest
thereon; or (ii) reduce the aforesaid  percentage of Debentures,  the holders of
which are  required  to consent to any such  supplemental  indenture;  provided,
further, that if the Debentures are held by the Trust or a trustee of the Trust,
such  supplemental  indenture  shall not be  effective  until the  holders  of a
majority in liquidation  preference of Trust  Securities of the Trust shall have
consented to such supplemental indenture; provided, further, that if the consent
of the holder of each  Outstanding  Debenture  is  required,  such  supplemental
indenture  shall not be effective  until each holder of the Trust  Securities of
the Trust shall have consented to such supplemental  indenture.  It shall not be
necessary for the consent of the  Debentureholders  affected  thereby under this
Section  11.2  to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

         Section  11.3   Effect of  Supplemental Indentures. Upon  the execution
of any  supplemental  indenture  pursuant to the  provisions of this Article XI,
this  Indenture  shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations,  duties
and immunities under this Indenture of the Trustee,  the Company and the holders
of Debentures shall thereafter be determined,  exercised and enforced  hereunder
subject in all respects to such modifications and amendments,  and all the terms
and conditions of any such  supplemental  indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         Section  11.4   The  Debentures  Affected  by Supplemental  Indentures.
The Debentures affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article XI, may bear a notation in form approved by the Company,  provided,
such form meets the  requirements of any exchange or automated  quotation system
upon which the Debentures may be listed or quoted, as to any matter provided for
in  such  supplemental  indenture.  If  the  Company  shall  so  determine,  new
Debentures  so modified as to conform,  in the opinion of the Board of Directors
of the Company,  to any  modification  of this  Indenture  contained in any such
supplemental  indenture  may be prepared by the  Company,  authenticated  by the
Trustee and delivered in exchange for the Debentures then Outstanding.
<PAGE>

         Section  11.5   Execution of Supplemental Indentures.

         (a)      Upon the request of  the Company,  accompanied  by  its  Board
Resolutions  authorizing the execution of any such supplemental  indenture,  and
upon  the  filing   with  the   Trustee  of  evidence  of  the  consent  of  the
Debentureholders  required to consent  thereto as  aforesaid,  the Trustee shall
join with the Company in the  execution of such  supplemental  indenture  unless
such  supplemental  indenture  affects  the  Trustee's  own  rights,  duties  or
immunities  under this Indenture or otherwise,  in which case the Trustee may in
its  discretion  but  shall not be  obligated  to enter  into such  supplemental
indenture.  The Trustee,  subject to the provisions of Sections 9.1, may receive
an Opinion of Counsel as  conclusive  evidence that any  supplemental  indenture
executed pursuant to this Article XI is authorized or permitted by, and conforms
to, the terms of this Article XI and that it is proper for the Trustee under the
provisions of this Article XI to join in the execution thereof.

         (b)      Promptly after the execution by the Company and the Trustee of
any supplemental  indenture pursuant to the provisions of this Section 11.5, the
Trustee shall transmit by mail, first class postage prepaid,  a notice,  setting
forth in general  terms the  substance of such  supplemental  indenture,  to the
Debentureholders  as  their  names  and  addresses  appear  upon  the  Debenture
Register. Any failure of the Trustee to mail such notice, or any defect therein,
shall  not,  however,  in any way  impair or  affect  the  validity  of any such
supplemental indenture.

                                   ARTICLE XII
                              SUCCESSOR CORPORATION

         Section  12.1   Company  May  Consolidate,  etc.  Nothing  contained in
this Indenture or in any of the Debentures  shall prevent any  consolidation  or
merger  of the  Company  with or into  any  other  corporation  or  corporations
(whether or not affiliated with the Company,  as the case may be), or successive
consolidations  or  mergers  in which  the  Company,  as the case may be, or its
successor or successors shall be a party or parties,  or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company, as the
case may be, or its successor or successors as an entirety,  or substantially as
an  entirety,  to any other  corporation  (whether  or not  affiliated  with the
Company,  as the case may be, or its  successor  or  successors)  authorized  to
acquire  and  operate  the same;  provided,  however,  that the  Company  hereby
covenants  and  agrees  that  (a) upon any  such  consolidation,  merger,  sale,
conveyance,  transfer or other disposition, the due and punctual payment, in the
case of the Company,  of the principal of and interest on all of the Debentures,
according to their tenor and the due and punctual  performance and observance of
all of the covenants and conditions of this Indenture to be kept or performed by
the Company,  as the case may be, shall be expressly  assumed,  by  supplemental
indenture  (which shall conform to the provisions of the Trust Indenture Act, as
then in effect)  satisfactory  in form to the Trustee  executed and delivered to
the  Trustee  by the  entity  formed by such  consolidation,  or into  which the
Company,  as the case may be,  shall have been  merged,  or by the entity  which
shall have acquired such property;  (b) in case the Company consolidates with or
merges into another  Person or conveys or transfers  its  properties  and assets
substantially  as an entirety to any Person,  the successor  Person is organized
under the laws of the United  States or any state or the  District of  Columbia;
and (c) immediately after giving effect thereto,  no Default or Event of Default
shall have occurred and be continuing.
<PAGE>

         Section  12.2   Successor Corporation Substituted.

         (a)      In case of any such consolidation, merger,  sale,  conveyance,
transfer  or  other  disposition  and  upon  the  assumption  by  the  successor
corporation,  by supplemental  indenture,  executed and delivered to the Trustee
and satisfactory in form to the Trustee, of, in the case of the Company, the due
and punctual  payment of the principal of and interest on all of the  Debentures
Outstanding  and the due and punctual  performance  of all of the  covenants and
conditions of this Indenture to be performed by the Company, as the case may be,
such successor corporation shall succeed to, and be substituted for, the Company
with the same effect as if it had been named as the Company herein and thereupon
the predecessor  corporation  shall be relieved of all obligations and covenants
under this Indenture and the Debentures.

         (b)      In case of any such consolidation,  merger, sale,  conveyance,
transfer or other  disposition  such changes in phraseology and form (but not in
substance)  may be made in the  Debentures  thereafter  to be  issued  as may be
appropriate.

         (c)      Nothing   contained  in  this  Indenture  or  in  any  of  the
Debentures  shall  prevent the Company  from merging into itself or acquiring by
purchase or  otherwise,  all or any part of, the  property  of any other  Person
(whether or not affiliated with the Company).

         Section  12.3   Evidence  of  Consolidation,  etc.  to   Trustee.   The
Trustee,  subject to the  provisions  of Section  9.1, may receive an Opinion of
Counsel  as  conclusive  evidence  that any such  consolidation,  merger,  sale,
conveyance,  transfer or other disposition, and any such assumption, comply with
the provisions of this Article XII.

                                  ARTICLE XIII
                           SATISFACTION AND DISCHARGE

         Section  13.1   Satisfaction  and  Discharge  of  Indenture.  If at any
time: (a) the Company shall have delivered to the Trustee for  cancellation  all
Debentures theretofore  authenticated (other than any Debentures that shall have
been  destroyed,  lost or stolen and that shall  have been  replaced  or paid as
provided  in  Section  2.9)  and all  Debentures  for  whose  payment  money  or
Governmental  Obligations have theretofore been deposited in trust or segregated
and held in  trust by the  Company  (and  thereupon  repaid  to the  Company  or
discharged  from such  trust,  as  provided  in Section  13.5);  or (b) all such
Debentures not theretofore  delivered to the Trustee for cancellation shall have
become due and payable,  or are by their terms to become due and payable  within
one year or are to be called for redemption  within one year under  arrangements
satisfactory  to the  Trustee  for the giving of notice of  redemption,  and the
Company shall  deposit or cause to be deposited  with the Trustee as trust funds
the  entire  amount  in  money  or  Governmental  Obligations  sufficient,  or a
combination thereof sufficient,  in the opinion of a nationally  recognized firm
of independent public accountants  expressed in a written  certification thereof
delivered to the Trustee,  to pay at maturity or upon  redemption all Debentures
not theretofore  delivered to the Trustee for cancellation,  including principal
and  interest  due or to become due on such date of  maturity  or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company;  then this Indenture shall
thereupon  cease to be of further  effect except for the  provisions of Sections
2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.7 and 9.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 9.7 and 13.5, that
shall  survive to such date and  thereafter,  and the Trustee,  on demand of the
Company  and at the  cost and  expense  of the  Company,  shall  execute  proper
instruments acknowledging satisfaction of and discharging this Indenture.
<PAGE>

         Section  13.2   Discharge  of  Obligations.  If   at   any   time   all
Debentures not heretofore delivered to the Trustee for cancellation or that have
not become due and payable as  described in Section 13.1 shall have been paid by
the Company by depositing  irrevocably  with the Trustee as trust funds money or
an amount of Governmental  Obligations sufficient in the opinion of a nationally
recognized  certified  public  accounting  firm  to  pay  at  maturity  or  upon
redemption  all  Debentures  not  theretofore   delivered  to  the  Trustee  for
cancellation, including principal and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall  also pay or cause to be paid all  other  sums  payable  hereunder  by the
Company, then after the date such money or Governmental Obligations, as the case
may be, are deposited  with the Trustee,  the  obligations  of the Company under
this Indenture  shall cease to be of further effect except for the provisions of
Sections 2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.6, 9.7, 9.10 and 13.5 hereof that shall
survive until such Debentures shall mature and be paid. Thereafter, Sections 9.7
and 13.5 shall survive.

         Section  13.3   Deposited  Money  to  be  Held in  Trust.  All money or
Governmental Obligations deposited with the Trustee pursuant to Sections 13.1 or
13.2 shall be held in trust and shall be  available  for payment as due,  either
directly or through any Paying Agent  (including  the Company  acting as its own
Paying Agent), to the holders of the Debentures for the payment or redemption of
which  such  money or  Governmental  Obligations  have been  deposited  with the
Trustee.

         Section  13.4   Payment of  Money  Held by Paying Agents. In connection
with the satisfaction and discharge of this Indenture, all money or Governmental
Obligations then held by any Paying Agent under the provisions of this Indenture
shall,  upon demand of the Company,  be paid to the Trustee and  thereupon  such
Paying Agent shall be released from all further  liability  with respect to such
money or Governmental Obligations.

         Section  13.5   Repayment  to  the Company. Any  money  or Governmental
Obligations  deposited with any Paying Agent or the Trustee, or then held by the
Company in trust, for payment of principal of or interest on the Debentures that
are not applied but remain  unclaimed by the holders of such  Debentures  for at
least two years after the date upon which the  principal  of or interest on such
Debentures shall have  respectively  become due and payable,  shall be repaid to
the Company, as the case may be, on December 31 of each year or (if then held by
the Company) shall be discharged from such trust; and thereupon the Paying Agent
and the Trustee  shall be released  from all further  liability  with respect to
such money or Governmental Obligations,  and the holder of any of the Debentures
entitled to receive  such payment  shall  thereafter,  as an  unsecured  general
creditor, look only to the Company for the payment thereof.

                                   ARTICLE XIV
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         Section  14.1   No   Recourse.   No   recourse  under   or   upon   any
obligation,  covenant or agreement of this Indenture,  or of the Debentures,  or
for any claim  based  thereon  or  otherwise  in respect  thereof,  shall be had

<PAGE>

against any incorporator,  stockholder,  officer or director,  past,  present or
future, as such, of the Company or of any predecessor or successor  corporation,
either  directly  or through the Company or any such  predecessor  or  successor
corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations  issued  hereunder are solely
corporate  obligations,  and that no such  personal  liability  whatever,  shall
attach  to, or is or shall be  incurred  by,  the  incorporators,  stockholders,
officers or directors as such, of the Company or of any predecessor or successor
corporation,  or any of them, because of the creation of the indebtedness hereby
authorized,  or under or by reason of the  obligations,  covenants or agreements
contained in this  Indenture or in any of the  Debentures or implied  therefrom;
and that any and all such personal liability of every name and nature, either at
common  law or in equity or by  constitution  or  statute,  and any and all such
rights and claims  against,  every such  incorporator,  stockholder,  officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations,  covenants or agreements  contained in
this  Indenture or in any of the  Debentures  or implied  therefrom,  are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

                                   ARTICLE XV
                            MISCELLANEOUS PROVISIONS

         Section  15.1   Effect  on  Successors and  Assigns. All the covenants,
stipulations,  promises  and  agreements  in this  Indenture  contained by or on
behalf of the Company shall bind its respective successors and assigns,  whether
so expressed or not.

         Section  15.2   Actions  by Successor.  Any  act  or  proceeding by any
provision of this  Indenture  authorized  or required to be done or performed by
any  board,  committee  or  officer  of the  Company  shall  and may be done and
performed with like force and effect by the  corresponding  board,  committee or
officer of any  corporation  that shall at the time be the lawful sole successor
of the Company.

         Section  15.3   Surrender   of   Company   Powers.   The   Company   by
instrument  in  writing  executed  by  appropriate  authority  of its  Board  of
Directors and delivered to the Trustee may surrender any of the powers  reserved
to the Company,  and thereupon such power so surrendered shall terminate both as
to the Company, as the case may be, and as to any successor corporation.

         Section  15.4   Notices.   Except   as   otherwise  expressly  provided
herein any notice or demand that by any provision of this  Indenture is required
or  permitted  to be  given  or  served  by the  Trustee  or by the  holders  of
Debentures to or on the Company may be given or served by being  deposited first
class  postage  prepaid in a  post-office  letterbox  addressed  (until  another
address is filed in writing by the Company with the Trustee), as follows:  First
Banks,  Inc.,  600 James S.  McDonnell  Boulevard,  Mail  Code  014,  Hazelwood,
Missouri  63042,  Attention:  Chief  Financial  Officer.  Any notice,  election,
request or demand by the Company or any  Debentureholder  to or upon the Trustee
shall be deemed to have been  sufficiently  given or made, for all purposes,  if
given or made in writing at the Corporate Trust Office of the Trustee.

         Section  15.5   Governing Law. This Indenture and each  Debenture shall
be deemed to be a contract made under the internal laws of the State of Missouri
and for all  purposes  shall be construed  in  accordance  with the laws of said
State.
<PAGE>

         Section  15.6   Treatment  of  Debentures  as Debt. It is intended that
the Debentures  shall be treated as  indebtedness  and not as equity for federal
income tax purposes.  The provisions of this  Indenture  shall be interpreted to
further this  intention.  The Company  (with  respect to its separate  books and
records),  the Trustee,  and, by  acceptance  of a  Debenture,  each holder of a
Debenture,  agree to treat the Debentures as indebtedness of the Company and not
as equity for all tax  (including  without  limitation  federal  income tax) and
financial accounting purposes.

         Section  15.7   Compliance Certificates and Opinions.

         (a)      Upon any application or demand by the  Company to the  Trustee
to take any action under any of the  provisions of this  Indenture,  the Company
shall  furnish  to  the  Trustee  an  Officers'  Certificate  stating  that  all
conditions  precedent  provided for in this  Indenture  relating to the proposed
action have been  complied  with and an Opinion of Counsel  stating  that in the
opinion of such counsel all such  conditions  precedent have been complied with,
except  that in the case of any  such  application  or  demand  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or demand,  no  additional
certificate or opinion need be furnished.

         (b)      Each  certificate  or opinion of the Company  provided  for in
this  Indenture and  delivered to the Trustee with respect to compliance  with a
condition or covenant in this  Indenture  shall include (i) a statement that the
Person making such  certificate  or opinion has read such covenant or condition;
(ii) a  brief  statement  as to the  nature  and  scope  of the  examination  or
investigation   upon  which  the  statements  or  opinions   contained  in  such
certificate or opinion are based; (iii) a statement that, in the opinion of such
Person,  he or she has made such examination or investigation as, in the opinion
of such Person, is necessary to enable him or her to express an informed opinion
as to whether or not such covenant or condition has been complied with; and (iv)
a statement as to whether or not, in the opinion of such Person,  such condition
or  covenant  has  been  complied  with;  provided,   however,  that  each  such
certificate  shall  comply  with  the  provisions  of  Section  34 of the  Trust
Indenture Act.

         Section  15.8   Payments  on  Business Days. In any case where the date
of maturity of interest or principal of any  Debenture or the date of redemption
of any  Debenture  shall not be a Business  Day,  then  payment of  interest  or
principal  may be made on the next  succeeding  Business Day with the same force
and effect as if made on the  nominal  date of maturity  or  redemption,  and no
interest shall accrue for the period after such nominal date.

         Section  15.9   Conflict  with  Trust  Indenture  Act.  If  and  to the
extent that any provision of this Indenture limits,  qualifies or conflicts with
the duties  imposed by Sections 310 to 317,  inclusive,  of the Trust  Indenture
Act, such imposed duties shall control.

         Section  15.10. Counterparts.  This  Indenture  may  be executed in any
number  of  counterparts,   each  of  which  shall  be  an  original,  but  such
counterparts shall together constitute but one and the same instrument.

         Section  15.11. Separability. In case any one or more of the provisions
contained in this Indenture or in the Debentures 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 Indenture or
of the Debentures,  but this Indenture and the Debentures  shall be construed as
if such invalid or illegal or  unenforceable  provision had never been contained
herein or therein.
<PAGE>

         Section  15.12. Assignment.  The  Company  shall  have the right at all
times to assign any of its respective rights or obligations under this Indenture
to a direct or indirect wholly owned Subsidiary of the Company,  provided,  that
in the event of any such  assignment,  the Company  shall remain  liable for all
such obligations.  Subject to the foregoing,  this Indenture is binding upon and
inures to the benefit of the parties thereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

         Section  15.13. Acknowledgment  of  Rights.  The  Company  acknowledges
that,  with  respect  to any  Debentures  held by the Trust or a trustee  of the
Trust, if the Property  Trustee fails to enforce its rights under this Indenture
as the holder of the Debentures  held as the assets of the Trust,  any holder of
Preferred  Securities  may  institute  legal  proceedings  directly  against the
Company to enforce such Property  Trustee's rights under this Indenture  without
first  instituting any legal  proceedings  against such Property  Trustee or any
other person or entity.  Notwithstanding  the foregoing,  if an Event of Default
has occurred and is continuing and such event is  attributable to the failure of
the Company to pay  principal  or interest  on the  Debentures  on the date such
principal or interest is otherwise payable (or in the case of redemption, on the
redemption date), the Company acknowledges that a holder of Preferred Securities
may directly institute a proceeding for enforcement of payment to such holder of
the principal of or interest on the Debentures  having a principal  amount equal
to the aggregate  liquidation amount of the Preferred  Securities of such holder
on or after the respective due date specified in the Debentures.

                                   ARTICLE XVI
                         SUBORDINATION OF THE DEBENTURES

         Section  16.1   Agreement  to  Subordinate.  The  Company covenants and
agrees,  and each holder of the  Debentures  issued  hereunder by such  holder's
acceptance thereof likewise covenants and agrees,  that all the Debentures shall
be issued  subject to the  provisions  of this Article XVI; and each holder of a
Debenture,  whether upon original issue or upon transfer or assignment  thereof,
accepts and agrees to be bound by such provisions. The payment by the Company of
the principal of and interest on all the Debentures  issued  hereunder shall, to
the extent and in the manner  hereinafter set forth, be subordinated  and junior
in  right  of  payment  to  the  prior  payment  in  full  of all  Senior  Debt,
Subordinated   Debt  and   Additional   Senior   Obligations   of  the   Company
(collectively,  "Senior  Indebtedness")  to the extent provided herein,  whether
                 --------------------
outstanding at the date of this Indenture or thereafter  incurred.  No provision
of this  Article  XVI shall  prevent the  occurrence  of any Default or Event of
Default  hereunder.  Notwithstanding  any  provision  of this  Indenture  to the
contrary,  the  obligations of the Company under this Indenture shall not be (i)
superior in right of payment or (ii) subordinate and junior in right of payment,
to the  Company's  9.25%  Subordinated  Debentures  due  2027  issued  to  First
Preferred Capital Trust I, the Company's 10.24% Subordinated Debentures due 2030
issued to First  Preferred  Capital Trust II, the Company's  9.00%  Subordinated
Debentures due 2031 issued to First  Preferred  Capital Trust III, the Company's
Floating Rate Junior  Subordinated Debt Securities due 2032 issued to First Bank
Capital Trust, or the First Banks America,  Inc. 8.50%  Subordinated  Debentures
due 2028 issued to First America Capital Trust.
<PAGE>

         Section  16.2   Default  on   Senior   Debt,   Subordinated   Debt   or
Additional Senior  Obligations.  In the event and during the continuation of any
default by the Company in the  payment of  principal,  premium,  interest or any
other payment due on any Senior Indebtedness,  or in the event that the maturity
of any Senior Indebtedness has been accelerated  because of a default,  then, in
either  case,  no  payment  shall be made by the  Company  with  respect  to the
principal (including  redemption payments) of or interest on the Debentures.  In
the event that,  notwithstanding the foregoing, any payment shall be received by
the Trustee when such payment is prohibited  by the  preceding  sentence of this
Section 16.2,  such payment shall be held in trust for the benefit of, and shall
be paid over or  delivered  to,  the  holders  of Senior  Indebtedness  or their
respective  representatives,  or to the trustee or trustees  under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their
respective  interests may appear, but only to the extent that the holders of the
Senior  Indebtedness (or their  representative or  representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior  Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of the Senior Indebtedness.

         Section  16.3   Liquidation; Dissolution; Bankruptcy.

         (a)      Upon any  payment by the Company or distribution  of assets of
the Company of any kind or character,  whether in cash,  property or securities,
to creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company,  whether voluntary or involuntary or in bankruptcy,  insolvency,
receivership or other proceedings,  all amounts due upon all Senior Indebtedness
shall  first  be paid in  full,  or  payment  thereof  provided  for in money in
accordance with its terms,  before any payment is made by the Company on account
of the principal or interest on the Debentures; and upon any such dissolution or
winding-up or  liquidation  or  reorganization,  any payment by the Company,  or
distribution of assets of the Company of any kind or character, whether in cash,
property or  securities,  to which the holders of the  Debentures or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article  XVI,  shall  be paid by the  Company  or by any  receiver,  trustee  in
bankruptcy,  liquidating  trustee,  agent or other Person making such payment or
distribution,  or by the holders of the  Debentures or by the Trustee under this
Indenture  if  received  by  them  or it,  directly  to the  holders  of  Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, as calculated by the Company) or their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing such Senior Indebtedness
may have been issued,  as their respective  interests may appear,  to the extent
necessary to pay such Senior  Indebtedness  in full, in money or money's  worth,
after giving  effect to any  concurrent  payment or  distribution  to or for the
holders of such Senior Indebtedness,  before any payment or distribution is made
to the holders of the Debentures or to the Trustee.

         (b)      In the event that, notwithstanding  the foregoing, any payment
or  distribution  of assets of the Company of any kind or character,  whether in
cash, property or securities,  prohibited by the foregoing, shall be received by
the Trustee before all Senior Indebtedness is paid in full, or provision is made
for such  payment  in money  in  accordance  with its  terms,  such  payment  or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their  representative or
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any instruments  evidencing such Senior Indebtedness may have been issued,
as their  respective  interests may appear,  as  calculated by the Company,  for
application  to the  payment  of all  Senior  Indebtedness,  as the case may be,
remaining unpaid to the extent necessary to pay such Senior Indebtedness in full
in money in accordance  with its terms,  after giving  effect to any  concurrent
payment or  distribution  to or for the  benefit of the  holders of such  Senior
Indebtedness.
<PAGE>

         (c)      For purposes of this  Article  XVI,  the words "cash, property
or securities"  shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is subordinated at least to the extent provided in this Article XVI with respect
to the Debentures to the payment of all Senior Indebtedness, as the case may be,
that may at the time be outstanding, provided, that (i) such Senior Indebtedness
is  assumed  by  the  new   corporation,   if  any,   resulting  from  any  such
reorganization  or  readjustment;  and (ii) the  rights of the  holders  of such
Senior  Indebtedness  are not,  without the consent of such holders,  altered by
such  reorganization or readjustment.  The consolidation of the Company with, or
the merger of the  Company  into,  another  corporation  or the  liquidation  or
dissolution of the Company  following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms  and  conditions  provided  for in  Article  XII  shall  not be  deemed  a
dissolution,  winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation  shall, as a part of such  consolidation,
merger,  conveyance or transfer,  comply with the  conditions  stated in Article
XII.  Nothing in Section  16.2 or in this Section 16.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 9.7.

         Section  16.4   Subrogation.

         (a)      Subject to the  payment in full of  all  Senior  Indebtedness,
the rights of the holders of the Debentures shall be subrogated to the rights of
the holders of such Senior  Indebtedness to receive payments or distributions of
cash,  property or securities of the Company,  as the case may be, applicable to
such Senior  Indebtedness  until the principal of and interest on the Debentures
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior  Indebtedness of any cash,  property
or  securities  to which the holders of the  Debentures  or the Trustee would be
entitled  except for the  provisions  of this  Article  XVI, and no payment over
pursuant  to the  provisions  of this  Article  XVI to or for the benefit of the
holders of such Senior Indebtedness by holders of the Debentures or the Trustee,
shall,  as between  the  Company,  its  creditors  other than  holders of Senior
Indebtedness of the Company, and the holders of the Debentures,  be deemed to be
a payment by the  Company to or on account of such  Senior  Indebtedness.  It is
understood  that the provisions of this Article XVI are and are intended  solely
for  the  purposes  of  defining  the  relative  rights  of the  holders  of the
Debentures,  on the one hand, and the holders of such Senior Indebtedness on the
other hand.

         (b)      Nothing contained in this Article  XVI or  elsewhere  in  this
Indenture or in the  Debentures is intended to or shall  impair,  as between the
Company, its creditors (other than the holders of Senior Indebtedness),  and the
holders of the Debentures,  the obligation of the Company, which is absolute and
unconditional,  to pay to the holders of the  Debentures  the  principal  of and
interest on the  Debentures as and when the same shall become due and payable in
accordance  with their  terms,  or is intended to or shall  affect the  relative
rights of the holders of the  Debentures  and  creditors of the Company,  as the
case may be, other than the holders of Senior Indebtedness,  as the case may be,
nor shall  anything  herein or therein  prevent the Trustee or the holder of any
Debenture  from  exercising all remedies  otherwise  permitted by applicable law
upon default under this  Indenture,  subject to the rights,  if any,  under this
Article  XVI of the  holders  of such  Senior  Indebtedness  in respect of cash,
property or  securities  of the Company,  as the case may be,  received upon the
exercise of any such remedy.
<PAGE>

         (c)      Upon  any  payment  or  distribution  of assets of the Company
referred to in this  Article  XVI, the  Trustee,  subject to the  provisions  of
Article IX, and the holders of the Debentures  shall be entitled to conclusively
rely upon any order or decree  made by any court of  competent  jurisdiction  in
which such dissolution,  winding-up,  liquidation or reorganization  proceedings
are  pending,  or  a  certificate  of  the  receiver,   trustee  in  bankruptcy,
liquidation trustee,  agent or other Person making such payment or distribution,
delivered to the Trustee or to the holders of the  Debentures,  for the purposes
of ascertaining  the Persons entitled to participate in such  distribution,  the
holders of Senior  Indebtedness  and other  indebtedness of the Company,  as the
case may be, the amount thereof or payable  thereon,  the amount or amounts paid
or distributed  thereon and all other facts pertinent thereto or to this Article
XVI.

         Section  16.5   Trustee  to  Effectuate  Subordination.  Each holder of
Debentures  by such  holder's  acceptance  thereof  authorizes  and  directs the
Trustee  on such  holder's  behalf to take such  action as may be  necessary  or
appropriate  to effectuate  the  subordination  provided in this Article XVI and
appoints  the  Trustee  such  holder's  attorney-in-fact  for any  and all  such
purposes.

         Section  16.6   Notice by the Company.

         (a)      The Company shall give prompt written notice to a  Responsible
Officer of the Trustee of any fact known to the Company that would  prohibit the
making of any payment of money to or by the Trustee in respect of the Debentures
pursuant to the provisions of this Article XVI.  Notwithstanding  the provisions
of this Article XVI or any other provision of this Indenture,  the Trustee shall
not be charged with  knowledge of the existence of any facts that would prohibit
the  making of any  payment  of money to or by the  Trustee  in  respect  of the
Debentures  pursuant to the  provisions of this Article XVI,  unless and until a
Responsible  Officer of the Trustee shall have received  written  notice thereof
from the  Company  or a holder or  holders  of Senior  Indebtedness  or from any
trustee  therefor;  and  before  the  receipt of any such  written  notice,  the
Trustee,  subject to the  provisions  of Section  9.1,  shall be entitled in all
respects  to assume that no such facts  exist;  provided,  however,  that if the
Trustee shall not have received the notice  provided for in this Section 16.6 at
least two  Business  Days prior to the date upon  which by the terms  hereof any
money may become payable for any purpose  (including,  without  limitation,  the
payment of the principal of or interest on any Debenture), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority  to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

         (b)      The Trustee, subject to the provisions  of Section 9.1,  shall
be entitled to conclusively  rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness (or
a trustee on behalf of such holder) to establish that such notice has been given
by a holder  of such  Senior  Indebtedness  or a  trustee  on behalf of any such
holder or holders.  In the event that the Trustee  determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such  Senior  Indebtedness  to  participate  in any  payment or  distribution
pursuant to this  Article  XVI,  the Trustee may request  such Person to furnish
evidence to the reasonable  satisfaction of the Trustee as to the amount of such
Senior  Indebtedness  held by such  Person,  the extent to which such  Person is
entitled to  participate  in such  payment or  distribution  and any other facts
pertinent  to the rights of such Person  under this  Article  XVI,  and, if such
evidence  is not  furnished,  the  Trustee  may defer any payment to such Person
pending  judicial  determination  as to the right of such Person to receive such
payment.
<PAGE>

         Section  16.7   Rights   of   the  Trustee;  Holders   of   the  Senior
Indebtedness.

         (a)      The  Trustee  in  its individual capacity shall be entitled to
all  the  rights  set  forth  in  this  Article  XVI in  respect  of any  Senior
Indebtedness  at any time held by it, to the same extent as any other  holder of
Senior Indebtedness,  and nothing in this Indenture shall deprive the Trustee of
any of its  rights as such  holder.  The  Trustee's  right to  compensation  and
reimbursement  of  expenses  as set forth in Section 9.7 shall not be subject to
the subordination provisions of the Article XVI.

         (b)      With  respect  to  the holders of the Senior Indebtedness, the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations  as are  specifically  set forth in this Article XVI, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 9.1, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures,  the Company or any other Person money or assets to which any holder
of such Senior  Indebtedness  shall be entitled by virtue of this Article XVI or
otherwise.

         Section  16.8   Subordination May Not be Impaired.

         (a)      No  right  of  any  present  or  future  holder  of any Senior
Indebtedness  to enforce  subordination  as herein provided shall at any time in
any way be  prejudiced  or  impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith,  by any such holder,
or by any noncompliance by the Company with the terms,  provisions and covenants
of this Indenture,  regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.

         (b)      Without in any way limiting the generality of Section 16.8(a),
the  holders  of  Senior  Indebtedness  may,  at any time and from time to time,
without  the  consent  of or  notice  to  the  Trustee  or  the  holders  of the
Debentures,  without  incurring  responsibility to the holders of the Debentures
and without  impairing or releasing the  subordination  provided in this Article
XVI or the obligations hereunder of the holders of the Debentures to the holders
of such Senior Indebtedness, do any one or more of the following: (i) change the
manner,  place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness,  or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument  evidencing the same or any agreement
under  which such  Senior  Indebtedness  is  outstanding;  (ii) sell,  exchange,
release or  otherwise  deal with any  property  pledged,  mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the  collection  of such Senior  Indebtedness;  and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.



         [The remainder of this page has been left blank intentionally]



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                             FIRST BANKS, INC.

                             By:
                                 -----------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Title:
                                    --------------------------------------------


                             FIFTH THIRD BANK, as Trustee

                             By:
                                 -----------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Title:
                                    --------------------------------------------




<PAGE>


STATE OF MISSOURI          )
                           ) ss
COUNTY OF ST. LOUIS        )


         On  this  ______  day  of  ______________,  2003,  before  me  appeared
_____________, to me personally known, who, being by me duly sworn, did say that
he is the  _________________  of First Banks, Inc., and that the seal affixed to
said  instrument  is the  corporate  seal of said  corporation,  and  that  said
instrument  was signed and sealed in behalf of said  corporation by authority of
its Board of Directors and said _______________  acknowledged said instrument to
be the free act and deed of said corporation.

         In  testimony  whereof  I have  hereunto  set my hand  and  affixed  my
official  seal at my office in said county and state the day and year last above
written.

                                       Notary Public    ________________________

                                       My term expires: ________________________

         [seal]



STATE OF OHIO                                  )
                                               ) ss
COUNTY OF __________                           )

         On this  ______  day of  ________________,  2003,  before  me  appeared
___________________,  to me personally  known,  who, being by me duly sworn, did
say that he is the  _____________________ of Fifth Third Bank, and that the seal
affixed to said instrument is the corporate seal of said  corporation,  and that
said instrument was signed and sealed in behalf of said corporation by authority
of its Board of Directors  and said  _____________________________  acknowledged
said instrument to be the free act and deed of said corporation.

         In  testimony  whereof  I have  hereunto  set my hand  and  affixed  my
official  seal at my office in said county and state the day and year last above
written.

                                       Notary Public     _______________________

                                       My term expires:  _______________________

         [seal]





<PAGE>


                                    EXHIBIT A

                           (Form of Face of Debenture)

                                FIRST BANKS, INC.

                          ____% SUBORDINATED DEBENTURE

                                DUE JUNE 30, 2033

No. ___                                                              $__________
CUSIP No.  ___________

         First Banks,  Inc., a Missouri  corporation  (the "Company," which term
                                                            -------
includes any successor corporation under the Indenture hereinafter referred to),
for value  received,  hereby  promises to pay to  _______________  or registered
assigns, the principal sum of  _________________________  ($___________) on June
30, 2033 (the "Stated Maturity"), and to pay interest on said principal sum from
               ---------------
___________,  2003,  or from the most recent  interest  payment  date (each such
date,  an  "Interest  Payment  Date")  to which  interest  has been paid or duly
            -----------------------
provided for,  quarterly (subject to deferral as set forth herein) in arrears on
the last day of March, June, September and December of each year commencing June
30, 2003, at the rate of ______% per annum until the principal hereof shall have
become due and payable,  and on any overdue  principal and (without  duplication
and to the extent that payment of such interest is enforceable  under applicable
law)  on any  overdue  installment  of  interest  at the  same  rate  per  annum
compounded  quarterly.  The amount of interest  payable on any Interest  Payment
Date shall be  computed  on the basis of a 360 day year of twelve 30 day months.
The amount of interest for any partial  period shall be computed on the basis of
the  number of days  elapsed in a 360 day year of twelve 30 day  months.  In the
event that any date on which  interest  is payable  on this  Debenture  is not a
Business Day, then payment of interest payable on such date shall be made on the
next  succeeding  day that is a Business  Day (and without any interest or other
payment in respect of any such  delay) with the same force and effect as if made
on such date. The interest  installment so payable,  and punctually paid or duly
provided for, on any Interest  Payment Date shall, as provided in the Indenture,
be paid to the person in whose name this  Debenture (or one or more  Predecessor
Debentures, as defined in said Indenture) is registered at the close of business
on the regular  record date for such  interest  installment.  Any such  interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered holders on such regular record date and may be paid to
the Person in whose name this Debenture (or one or more Predecessor  Debentures)
is registered  at the close of business on a special  record date to be fixed by
the Trustee for the payment of such defaulted interest,  notice thereof shall be
fixed by the Trustee for the payment of such defaulted interest,  notice thereof
shall be given to the registered holders of the Debentures not less than 10 days
prior to such  special  record  date,  or may be paid at any  time in any  other
lawful manner not inconsistent with the requirements of any securities  exchange
or quotation  system on or in which the Debentures may be listed or quoted,  and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.  The principal of and the interest on this Debenture  shall be
payable at the office or agency of the Trustee  maintained  for that  purpose in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest  may be made at the option of the Company by check mailed to
the registered holder at such address as shall appear in the Debenture Register.

<PAGE>

Notwithstanding  the  foregoing,  so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such  place and to such  account  as may be  designated  by the
Trustee.

         The Stated  Maturity may be shortened at any time by the Company to any
date not earlier  than June 30,  2008,  subject to the Company  having  received
prior approval of the Federal Reserve if then required under applicable  capital
guidelines, policies or regulations of the Federal Reserve.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the  Indenture,  subordinate  and  junior  in right of  payment  to the prior
payment in full of all Senior  Indebtedness (as defined in the Indenture).  This
Debenture is issued  subject to the  provisions  of the  Indenture  with respect
thereto. Each holder of this Debenture, by accepting the same, (a) agrees to and
shall be bound by such provisions; (b) authorizes and directs the Trustee on his
or her  behalf  to take  such  action  as may be  necessary  or  appropriate  to
acknowledge or effectuate the  subordination  so provided;  and (c) appoints the
Trustee his or her attorney-in-fact  for any and all such purposes.  Each holder
hereof,  by his or her  acceptance  hereof,  hereby  waives  all  notice  of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior  Indebtedness,  whether now  outstanding  or  hereafter
incurred, and waives reliance by each such holder upon said provisions.

         This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of  Authentication  hereon shall have been signed by or on behalf of
the Trustee.

         The  provisions  of this  Debenture  are  continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.



<PAGE>




         IN WITNESS  WHEREOF,  the  Company  has caused  this  instrument  to be
executed.



Dated    ___________________, 2003

                                            FIRST BANKS, INC.


                                            By:
                                                --------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------
Attest:


By:
    ----------------------------------------
Name:
      --------------------------------------
Title:
       -------------------------------------


<PAGE>




                      FORM OF CERTIFICATE OF AUTHENTICATION

This is one of the Debentures described in the within-mentioned Indenture.



Dated:_________________________, 2003

Fifth Third Bank,                                  -----------------------------
as Trustee                                         or Authenticating Agent




By: _______________________________            By: -----------------------------
         Authorized Signatory



<PAGE>

                          FORM OF REVERSE OF DEBENTURE

                     _____% SUBORDINATED DEBENTURE DUE 2033

                                   (CONTINUED)

         This  Debenture is one of the  subordinated  debentures  of the Company
(herein sometimes referred to as the  "Debentures"),  all issued or to be issued
                                       ----------
under and pursuant to an Indenture  dated as of  ______________  ___,  2003 (the
"Indenture")  duly  executed and  delivered  between the Company and Fifth Third
 ---------
Bank, as Trustee (the  "Trustee"),  to which Indenture  reference is hereby made
                        -------
for a description of the rights, limitations of rights, obligations,  duties and
immunities  thereunder  of the  Trustee,  the  Company  and the  holders  of the
Debentures.  The  Debentures  are  limited  in  aggregate  principal  amount  as
specified in the Indenture.

         Because  of the  occurrence  and  continuation  of a Special  Event (as
defined in the Indenture),  in certain circumstances,  this Debenture may become
due and payable at the  principal  amount  together  with any  interest  accrued
thereon (the  "Redemption  Price").  The Redemption Price shall be paid prior to
               -----------------
12:00 noon,  Eastern  Standard  Time, on the date of such  redemption or at such
earlier time as the Company determines.  The Company shall have the right as set
forth in the  Indenture  to redeem this  Debenture at the option of the Company,
without premium or penalty, in whole or in part at any time on or after June 30,
2008 (an "Optional  Redemption"),  or at any time in certain  circumstances upon
          --------------------
the  occurrence of a Special Event,  at a Redemption  Price equal to 100% of the
principal amount hereof plus any accrued but unpaid interest hereon, to the date
of such redemption. Any redemption pursuant to this paragraph shall be made upon
not less than thirty (30) days nor more than  thirty  (60) days  notice,  at the
Redemption  Price.  The  Redemption  Price  shall be paid at the time and in the
manner provided therefor in the Indenture.  If the Debentures are only partially
redeemed by the Company pursuant to an Optional Redemption, the Debentures shall
be redeemed by lot as described in the Indenture.

         In the  event of  redemption  of this  Debenture  in part  only,  a new
Debenture or Debentures for the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

         In case an Event of Default  (as defined in the  Indenture)  shall have
occurred  and be  continuing,  the  principal  of all of the  Debentures  may be
declared,  and upon such  declaration  shall  become,  due and  payable,  in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
aggregate principal amount of the Debentures at the time Outstanding (as defined
in the Indenture) to execute  supplemental  indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental  indenture or of modifying in any manner
the rights of the holders of the  Debentures;  provided,  however,  that no such
supplemental  indenture shall,  except as provided in the Indenture,  (i) extend
the fixed maturity of the Debentures or reduce the principal amount thereof,  or
reduce the rate or extend the time of payment of interest  thereon,  without the
consent of the holder of each Debenture so affected thereby;  or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are required to consent
to any such supplemental  indenture,  without the consent of the holders of each
Debenture then  Outstanding  and affected  thereby.  The Indenture also contains

<PAGE>

provisions permitting the holders of a majority in aggregate principal amount of
the Debentures at the time  Outstanding,  on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture,  and its  consequences,  except (i) a default in the
payment of the  principal  of or  interest on any of the  Debentures  (except as
otherwise  provided in the  Indenture)  and (ii) default in the  performance  of
certain  covenants as specified in the Indenture.  Any such consent or waiver by
the  registered  holder of this  Debenture  (unless  revoked as  provided in the
Indenture)  shall be conclusive and binding upon such holder and upon all future
holders and owners of this  Debenture  and of any  Debenture  issued in exchange
herefor or in place hereof  (whether by  registration of transfer or otherwise),
irrespective  of whether or not any  notation of such  consent or waiver is made
upon this Debenture.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  and  interest  on this
Debenture  at the  time  and  place  and at the  rate  and in the  money  herein
prescribed.

         Provided  certain  conditions are met, the Company shall have the right
at any time  during the term of the  Debentures  and from time to time to extend
the interest payment period of such Debentures for up to twenty (20) consecutive
quarters (each, an "Extension  Period"),  at the end of which period the Company
                    -----------------
shall pay all interest then accrued and unpaid  (together with interest  thereon
at the rate  specified  for the  Debentures  to the extent that  payment of such
interest is enforceable  under  applicable  law).  Before the termination of any
such Extension Period, so long as no Event of Default shall have occurred and be
continuing,  the Company may further extend such Extension Period, provided that
such Extension  Period together with all such further  extensions  thereof shall
not exceed twenty (20) consecutive quarters, extend beyond June 30, 2033, or end
on a date other than an Interest  Payment Date. At the  termination  of any such
Extension Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due and subject to the foregoing conditions, the Company
may commence a new Extension Period.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register (as defined in the Indenture) of the Company,  upon surrender
of this  Debenture for  registration  of transfer at the office or agency of the
Trustee  accompanied by a written  instrument or instruments of transfer in form
satisfactory  to the Company or the  Trustee  duly  executed  by the  registered
holder hereof or his or her attorney duly  authorized in writing,  and thereupon
one or more  new  Debentures  of  authorized  denominations  and  for  the  same
aggregate  principal  amount  shall be issued to the  designated  transferee  or
transferees.  No service  charge  shall be made for any such  transfer,  but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in relation thereto.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Debenture,  the  Company,  the  Trustee,  any  Paying  Agent (as  defined in the
Indenture) and the Debenture  Registrar may deem and treat the registered holder
hereof as the absolute  owner  hereof  (whether or not this  Debenture  shall be
overdue and  notwithstanding  any notice of ownership or writing  hereon made by
anyone other than the Debenture  Registrar) for the purpose of receiving payment
of or on account of the  principal  hereof and  interest  due hereon and for all
other purposes, and neither the Company nor the Trustee nor any Paying Agent nor
any Debenture Registrar shall be affected by any notice to the contrary.
<PAGE>

         No  recourse  shall be had for the payment of the  principal  of or the
interest on this  Debenture,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and released.

         The Debentures are issuable only in registered  form without coupons in
denominations  of  $25  and  any  integral   multiple  thereof  (or  such  other
denominations  and any integral  multiple  thereof as may be deemed necessary by
the Company for the purpose of maintaining the eligibility of the Debentures for
listing on the New York Stock Exchange or any successor thereto).

         All terms used in this  Debenture  that are  defined  in the  Indenture
shall have the meanings assigned to them in the Indenture.

<PAGE>
                                                                   Exhibit 10.23




                        FIRST PREFERRED CAPITAL TRUST IV

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                         FIRST BANKS, INC., as Depositor

                                FIFTH THIRD BANK,

                               as Property Trustee

                 WILMINGTON TRUST COMPANY, as Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                            DATED AS OF APRIL 1, 2003







<PAGE>

<TABLE>
<CAPTION>



                                                 TABLE OF CONTENTS
                                                                                                               PAGE
                                                                                                               ----

<S>                                                                                                             <C>
ARTICLE I  DEFINED TERMS.........................................................................................2
     Section 101.    Definitions.................................................................................2

ARTICLE II ESTABLISHMENT OF THE TRUST...........................................................................10
     Section 201.    Name.......................................................................................10
     Section 202.    Office of the Delaware Trustee; Principal Place of Business................................10
     Section 203.    Initial Contribution of Trust Property; Organizational Expenses............................10
     Section 204.    Issuance of the Preferred Securities.......................................................10
     Section 205.    Issuance of the Common Securities; Subscription and Purchase of Debentures.................11
     Section 206.    Declaration of Trust.......................................................................11
     Section 207.    Authorization to Enter into Certain Transactions...........................................12
     Section 208.    Assets of Trust............................................................................15
     Section 209.    Title to Trust Property....................................................................15

ARTICLE III PAYMENT ACCOUNT.....................................................................................15
     Section 301.    Payment Account............................................................................15

ARTICLE IV DISTRIBUTIONS; REDEMPTION............................................................................16
     Section 401.    Distributions..............................................................................16
     Section 402.    Redemption.................................................................................16
     Section 403.    Subordination of Common Securities.........................................................18
     Section 404.    Payment Procedures.........................................................................19
     Section 405.    Tax Returns and Reports....................................................................19
     Section 406.    Payment of Taxes, Duties, etc. of the Trust................................................19
     Section 407.    Payments Under Indenture...................................................................20

ARTICLE V TRUST SECURITIES CERTIFICATES.........................................................................20
     Section 501.    Initial Ownership..........................................................................20
     Section 502.    The Trust Securities Certificates..........................................................20
     Section 503.    Execution, Authentication and Delivery of Trust Securities Certificates....................20
     Section 503A.   Global Preferred Security..................................................................21
     Section 504.    Registration of Transfer and Exchange of Preferred Securities Certificates.................22
     Section 505.    Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.........................23
     Section 506.    Persons Deemed Securityholders.............................................................23
     Section 507.    Access to List of Securityholders' Names and Addresses.....................................24
     Section 508.    Maintenance of Office or Agency............................................................24
     Section 509.    Appointment of Paying Agent................................................................24
     Section 510.    Ownership of Common Securities by Depositor................................................25
     Section 511.    Preferred Securities Certificates..........................................................25
     Section 512.    Notices to Clearing Agencies...............................................................25
     Section 513.    Rights of Securityholders..................................................................25
<PAGE>

ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING............................................................26
     Section 601.    Limitations on Voting Rights...............................................................26
     Section 602.    Notice of Meetings.........................................................................27
     Section 603.    Meetings of Preferred Securityholders......................................................27
     Section 604.    Voting Rights..............................................................................28
     Section 605.    Proxies, etc...............................................................................28
     Section 606.    Securityholder Action by Written Consent...................................................28
     Section 607.    Record Date for Voting and Other Purposes..................................................28
     Section 608.    Acts of Securityholders....................................................................29
     Section 609.    Inspection of Records......................................................................30

ARTICLE VII REPRESENTATIONS AND WARRANTIES......................................................................30
     Section 701.    Representations and Warranties of the Bank and the Property Trustee........................30
     Section 702.    Representations and Warranties of the Delaware Bank and the Delaware Trustee...............31
     Section 703.    Representations and Warranties of the Depositor............................................32

ARTICLE VIII TRUSTEES...........................................................................................32
     Section 801.    Certain Duties and Responsibilities........................................................32
     Section 802.    Certain Notices............................................................................34
     Section 803.    Certain Rights of Property Trustee.........................................................34
     Section 804.    Not Responsible for Recitals or Issuance of Securities.....................................36
     Section 805.    May Hold Securities........................................................................36
     Section 806.    Compensation; Indemnity; Fees..............................................................36
     Section 807.    Corporate Property Trustee Required; Eligibility of Trustees...............................37
     Section 808.    Conflicting Interests......................................................................37
     Section 809.    Co-Trustees and Separate Trustee...........................................................37
     Section 810.    Resignation and Removal; Appointment of Successor..........................................39
     Section 811.    Acceptance of Appointment by Successor.....................................................40
     Section 812.    Merger, Conversion, Consolidation or Succession to Business................................41
     Section 813.    Preferential Collection of Claims Against Depositor or Trust...............................41
     Section 814.    Reports by Property Trustee................................................................41
     Section 815.    Reports to the Property Trustee............................................................41
     Section 816.    Evidence of Compliance with Conditions Precedent...........................................41
     Section 817.    Number of Trustees.........................................................................42
     Section 818.    Delegation of Power........................................................................42
     Section 819.    Voting.....................................................................................42

ARTICLE IX TERMINATION, LIQUIDATION AND MERGER..................................................................42
     Section 901.    Termination Upon Expiration Date...........................................................42
     Section 902.    Early Termination..........................................................................42
     Section 903.    Termination................................................................................43
     Section 904.    Liquidation................................................................................43
     Section 905.    Mergers, Consolidations, Amalgamations or Replacements of the Trust........................45

ARTICLE X MISCELLANEOUS PROVISIONS..............................................................................46
     Section 1001.   Limitation of Rights of Securityholders....................................................46
     Section 1002.   Amendment..................................................................................46
     Section 1003.   Separability...............................................................................47
     Section 1004.   Governing Law..............................................................................47
     Section 1005.   Payments Due on Non-Business Day...........................................................47
     Section 1006.   Successors.................................................................................48
     Section 1007.   Headings...................................................................................48
     Section 1008.   Reports, Notices and Demands...............................................................48
     Section 1009.   Agreement Not to Petition..................................................................48
     Section 1010.   Trust Indenture Act; Conflict with Trust Indenture Act.....................................49
     Section 1011.   Acceptance of Terms of Trust Agreement, Guarantee and Indenture............................49
<PAGE>

ARTICLE I.......................................................................................................54
     Section 1.1.    Guarantee by First Banks...................................................................54
     Section 1.2.    Term of Agreement..........................................................................54
     Section 1.3.    Waiver of Notice...........................................................................55
     Section 1.4.    No Impairment..............................................................................55
     Section 1.5.    Enforcement................................................................................55

ARTICLE II......................................................................................................55
     Section 2.1.    Binding Effect.............................................................................55
     Section 2.2.    Amendment..................................................................................56
     Section 2.3.    Notices....................................................................................56
     Section 2.4.    Governing Law..............................................................................56


</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                              CROSS-REFERENCE TABLE

Section of                                                                          Section of
Trust Indenture Act                                                                 Amended and Restated
of 1939, as amended                                                                 Trust Agreement
-------------------                                                                 ---------------

<C>                                                                                <C>
310(a)(1)...........................................................................807
310(a)(2)...........................................................................807
310(a)(3)...........................................................................807
310(a)(4)...........................................................................207(a)(ii)
310(b)..............................................................................808
311(a)..............................................................................813
311(b)..............................................................................813
312(a)..............................................................................507
312(b)..............................................................................507
312(c)..............................................................................507
313(a)..............................................................................814(a)
313(a)(4)...........................................................................814(b)
313(b)..............................................................................814(b)
313(c)..............................................................................1008
313(d)..............................................................................814(c)
314(a)..............................................................................815
314(b)..............................................................................Not Applicable
314(c)(1)...........................................................................816
314(c)(2)...........................................................................816
314(c)(3)...........................................................................Not Applicable
314(d)..............................................................................Not Applicable
314(e)..............................................................................101, 816
315(a)..............................................................................801(a), 803(a)
315(b)..............................................................................802, 1008
315(c)..............................................................................801(a)
315(d)..............................................................................801, 803
316(a)(2)...........................................................................Not Applicable
316(b)..............................................................................Not Applicable
316(c)..............................................................................607
317(a)(1)...........................................................................Not Applicable
317(a)(2)...........................................................................Not Applicable
317(b)..............................................................................509
318(a)..............................................................................1010


Note:    This  Cross-Reference  Table  does  not  constitute  part of this  Agreement  and  shall  not  affect  the
         interpretation of any of its terms or provisions.

</TABLE>


<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT,  dated as of April 1, 2003, among
(i) FIRST BANKS,  INC., a Missouri  corporation  (including  any  successors  or
assigns,  the  "Depositor"),  (ii) FIFTH THIRD BANK, a bank duly  organized  and
               ----------
existing  under the laws of the United  States of America,  as property  trustee
(the "Property  Trustee" and, in its separate  corporate capacity and not in its
      -----------------
capacity as Property  Trustee,  the "Bank"),  (iii) WILMINGTON TRUST COMPANY,  a
                                     ----
Delaware  banking  corporation duly organized and existing under the laws of the
State of Delaware,  as Delaware  trustee (the  "Delaware  Trustee,"  and, in its
                                                -----------------
separate  corporate  capacity and not in its capacity as Delaware  Trustee,  the
"Delaware Bank"), (iv) ALLEN H. BLAKE, an individual,  TERRANCE M. MCCARTHY,  an
 -------------
individual,  and LISA K. VANSICKLE, an individual,  each of whose address is c/o
First Banks, Inc., 600 James S. McDonnell  Boulevard,  Mail Code 014, Hazelwood,
Missouri  63042  (each  an   "Administrative   Trustee"  and   collectively  the
                              ------------------------
"Administrative  Trustees") (the Property Trustee,  the Delaware Trustee and the
 ------------------------
Administrative Trustees referred to collectively as the "Trustees"), and (v) the
                                                         --------
several Holders (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Depositor,  the Delaware Trustee, James F. Dierberg, as an
original administrative trustee, and Allen H. Blake and Lisa K. Vansickle,  each
as an  Administrative  Trustee,  have heretofore duly declared and established a
statutory  trust pursuant to the Delaware  Statutory  Trust Act by entering into
that certain Trust  Agreement,  dated as of January 2, 2003 (the "Original Trust
                                                                  --------------
Agreement"),  and by the  execution  and  filing by the  Delaware  Trustee,  the
---------
Depositor  and the  Administrative  Trustees  with the Secretary of State of the
State of Delaware of the  Certificate  of Trust,  filed on January 2, 2003,  the
form of which is attached as Exhibit A;
                             ---------

         WHEREAS,  effective  January 6, 2003 James F.  Dierberg  resigned as an
administrative  trustee,  the  Depositor  appointed  Terrance  M.  McCarthy as a
successor  trustee and  Terrance M.  McCarthy  accepted  the  appointment  as an
Administrative Trustee;

         WHEREAS, the Depositor,  the Delaware Trustee, the Property Trustee and
the  Administrative  Trustees  desire to amend and  restate the  Original  Trust
Agreement  in its  entirety  as set forth  herein to provide  for,  among  other
things,  (a) the issuance of the Common  Securities  (as defined  herein) by the
Trust (as defined  herein) to the  Depositor;  (b) the  issuance and sale of the
Preferred   Securities  (as  defined  herein)  by  the  Trust  pursuant  to  the
Underwriting  Agreement (as defined  herein);  (c) the  acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures (as
defined herein); and (d) the appointment of the Trustees;

         NOW THEREFORE,  in  consideration of the agreements and obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the  Securityholders  (as defined  herein),
hereby  amends and  restates the  Original  Trust  Agreement in its entirety and
agrees as follows:
<PAGE>

                                    ARTICLE I
                                  DEFINED TERMS

         Section 101.     Definitions.

         For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

                  (a)      the terms defined in this Article I have the meanings
assigned  to  them  in  this  Article I  and  include  the plural as well as the
singular;

                  (b)      all other  terms  used herein that are defined in the
Trust Indenture Act,  either directly or by reference therein, have the meanings
assigned to them therein;

                  (c)      unless the context otherwise requires,  any reference
to an "Article" or a "Section" refers to  an  Article  or a Section, as the case
may be, of this Trust Agreement; and

                  (d)      the  words  "herein",  "hereof"  and  "hereunder" and
other  words  of similar import refer to this Trust Agreement as a whole and not
to any particular Article, Section or other subdivision.

         "Act" has the meaning specified in Section 608.
          ---

         "Additional  Amount" means, with respect to Trust Securities of a given
          ------------------
Liquidation  Amount  and/or a given period,  the amount of  additional  interest
accrued on  interest in arrears  and paid by the  Depositor  on a Like Amount of
Debentures for such period.

         "Additional  Payments" has the meaning  specified in Section 1.1 of the
          --------------------
Indenture.

         "Administrative  Trustee"  means each of Allen H.  Blake,  Terrance  M.
          -----------------------
McCarthy and Lisa K. Vansickle,  solely in his or her capacity as Administrative
Trustee  of the  Trust  formed  and  continued  hereunder  and not in his or her
individual capacity,  or such Administrative  Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

         "Affiliate"  means, with respect to a specified Person,  (a) any Person
          ---------
directly or indirectly owning,  controlling or holding with power to vote 10% or
more of the outstanding  voting  securities or other ownership  interests of the
specified  Person;  (b)  any  Person  10% or more of  whose  outstanding  voting
securities  or other  ownership  interests  are  directly or  indirectly  owned,
controlled  or held with power to vote by the specified  Person;  (c) any Person
directly or indirectly controlling,  controlled by, or under common control with
the  specified  Person;  (d) a partnership  in which the  specified  Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual,  any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating  Agent" means an  authenticating  agent with respect to
          ---------------------
the Preferred  Securities  appointed by the Property Trustee pursuant to Section
503.

         "Bank"  has  the  meaning  specified  in the  Preamble  to  this  Trust
          ----
Agreement.
<PAGE>

         "Bankruptcy Event" means, with respect to any Person:
          ----------------

                  (a)      the entry  of  a  decree  or  order by a court having
jurisdiction in the premises  adjudging such Person a bankrupt or insolvent,  or
approving as properly filed a petition seeking  liquidation or reorganization of
or in respect of such Person under the United States Bankruptcy Code of 1978, as
amended,  or any  other  similar  applicable  federal  or  state  law,  and  the
continuance  of any such decree or order  unvacated and unstayed for a period of
ninety (90) days; or the  commencement  of an involuntary  case under the United
States  Bankruptcy  Code of 1978, as amended,  in respect of such Person,  which
shall continue undismissed for a period of ninety (90) days or entry of an order
for  relief in such  case;  or the entry of a decree or order of a court  having
jurisdiction  in the premises for the appointment on the ground of insolvency or
bankruptcy  of  a  receiver,  custodian,  liquidator,  trustee  or  assignee  in
bankruptcy or  insolvency of such Person or of its property,  or for the winding
up or liquidation  of its affairs,  and such decree or order shall have remained
in force unvacated and unstayed for a period of ninety (90) days; or

                  (b)      the  institution  by such Person of proceedings to be
adjudicated a voluntary bankrupt, or the consent by such Person to the filing of
a bankruptcy  proceeding  against it, or the filing by such Person of a petition
or answer or consent  seeking  liquidation  or  reorganization  under the United
States Bankruptcy Code of 1978, as amended,  or other similar applicable Federal
or State law, or the  consent by such Person to the filing of any such  petition
or to the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or  liquidator  or trustee or assignee in  bankruptcy or insolvency of
such Person or of its property,  or a general  assignment by such Person for the
benefit of creditors.

         "Bankruptcy Laws" has the meaning specified in Section 1009.
          ---------------

         "Board  Resolution"  means  a copy  of a  resolution  certified  by the
          -----------------
Secretary or an Assistant  Secretary of the  Depositor to have been duly adopted
by the  Depositor's  Board  of  Directors,  or such  committee  of the  Board of
Directors or officers of the  Depositor  to which  authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the appropriate Trustee.

         "Business Day" means any day other than a Saturday or Sunday,  a day on
          ------------
which banking  institutions  in The City of  Cincinnati,  Ohio are authorized or
required by law,  executive  order or regulation to remain  closed,  or a day on
which the  Property  Trustee's  Corporate  Trust Office or the  Corporate  Trust
Office of the Debenture Trustee is closed for business.

         "Certificate  of Trust" means the  certificate  of trust filed with the
          ---------------------
Secretary  of State of the State of  Delaware  with  respect  to the  Trust,  as
amended or restated from time to time.

         "Change  in 1940  Act Law"  shall  have the  meaning  set  forth in the
          ------------------------
definition of "Investment Company Event."

         "Clearing  Agency"  means an  organization  registered  as a  "clearing
          ----------------
agency"  pursuant  to Section 17A of the  Securities  Exchange  Act of 1934,  as
amended. DTC shall be the initial Clearing Agency.
<PAGE>

         "Clearing Agency  Participant"  means a broker,  dealer,  bank or other
          ----------------------------
financial  institution  or other  Person  for whom from time to time a  Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing  Date" means the date of execution  and delivery of this Trust
          -------------
Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended.
          ----

         "Commission" means the Securities and Exchange Commission, as from time
          ----------
to time  constituted,  created  under the Exchange Act, or, if at any time after
the execution of this  instrument such Commission is not existing and performing
the duties  now  assigned  to it under the Trust  Indenture  Act,  then the body
performing such duties at such time.

         "Common Security" means an undivided  beneficial interest in the assets
          ---------------
of the Trust,  having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement,  including the right to receive  Distributions
and a Liquidation Distribution as provided herein.

         "Common  Securities   Certificate"   means  a  certificate   evidencing
          --------------------------------
ownership of Common Securities, substantially in the form attached as Exhibit B.

         "Common Securityholder" means First Banks, Inc.
          ---------------------

         "Company" means First Banks, Inc.
          -------

         "Corporate  Trust Office" means the office at which,  at any particular
          -----------------------
time,  the  corporate  trust  business of the Property  Trustee or the Debenture
Trustee, as the case may be, shall be principally administered,  which office at
the date  hereof,  in each such case,  is located at 38 Fountain  Square  Plaza,
MD10AT60, Cincinnati, Ohio 45202 Attention: Corporate Trust Department.

         "Debenture  Event of Default" means an "Event of Default" as defined in
          ---------------------------
Section 7.1 of the Indenture.

         "Debenture Redemption Date" means, with respect to any Debentures to be
          -------------------------
redeemed under the Indenture, the date fixed for redemption under the Indenture.

         "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1
          -------------------
of the Indenture.

         "Debenture  Trustee" means Fifth Third Bank, a bank organized under the
          ------------------
laws of the United  States of America,  and any  successor  thereto,  as trustee
under the Indenture.

         "Debentures"  means the $41,237,125 (or $47,422,700 if the Underwriters
          ----------
exercise their Option (as such terms are defined in the Underwriting Agreement))
aggregate principal amount of the Depositor's 8.15% Subordinated  Debentures due
2033, issued pursuant to the Indenture.

         "Definitive  Preferred  Securities  Certificates"  means the  Preferred
          -----------------------------------------------
Securities  Certificates  issued  in  certificated,  fully  registered  form  as
provided in Section 511.

         "Delaware Bank" has the meaning specified in the Preamble to this Trust
          -------------
Agreement.
<PAGE>

         "Delaware  Statutory  Trust  Act"  means  Chapter 38 of Title 12 of the
          -------------------------------
Delaware Code, 12 Delaware Code Sections 3801 et seq., as it may be amended from
time to time.

         "Delaware   Trustee"  means  the  commercial   bank  or  trust  company
          ------------------
identified  as the "Delaware  Trustee" in the Preamble to this Trust  Agreement,
solely in its  capacity as Delaware  Trustee of the Trust  formed and  continued
hereunder and not in its  individual  capacity,  or its successor in interest in
such capacity, or any successor trustee appointed as herein provided.

         "Depositary" means DTC or any successor thereto.
          ----------

         "Depositor"  has the meaning  specified  in the  Preamble to this Trust
          ---------
Agreement.

         "Distribution Date" has the meaning specified in Section 401(a).
          -----------------

         "Distributions"   means  amounts   payable  in  respect  of  the  Trust
          -------------
Securities as provided in Section 401.

         "DTC" means The Depository Trust Company.
          ---

         "Early Termination Event" has the meaning specified in Section 902.
          -----------------------

         "Event of Default" means any one of the following  events (whatever the
          ----------------
reason  for  such  Event of  Default  and  whether  it  shall  be  voluntary  or
involuntary  or be effected  by  operation  of law or pursuant to any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative or governmental body):

                  (a)      the occurrence of a Debenture Event of Default; or

                  (b)      default  by  the Trust or the Property Trustee in the
payment of any Distribution when it becomes due and payable, and continuation of
such default for a period of thirty (30) days; or

                  (c)      default  by  the Trust or the Property Trustee in the
payment of any Redemption Price  of  any  Trust Security when it becomes due and
payable; or

                  (d)      default  in   the  performance,  or  breach,  in  any
material  respect,  of any  covenant or  warranty of the  Trustees in this Trust
Agreement  (other than a covenant or  warranty a default in the  performance  of
which or the  breach of which is dealt  with in clause  (b) or (c),  above)  and
continuation  of such  default  or breach  for a period of sixty (60) days after
there has been given, by registered or certified mail, to the defaulting Trustee
or Trustees by the Holders of at least 25% in  aggregate  Liquidation  Amount of
the Outstanding Preferred Securities a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

                  (e)      the occurrence of a Bankruptcy Event  with respect to
the  Property  Trustee and the failure by the  Depositor  to appoint a successor
Property Trustee within (sixty) 60 days thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.
          ------------
<PAGE>

         "Expense  Agreement" means the Agreement as to Expenses and Liabilities
          ------------------
between  the  Depositor  and the Trust,  substantially  in the form  attached as
Exhibit C, as amended from time to time.

         "Expiration Date" has the meaning specified in Section 901.
          ---------------

         "Extension  Period"  has the  meaning  specified  in Section 4.1 of the
          -----------------
Indenture.

         "Global Preferred Securities  Certificate" means a Preferred Securities
          ----------------------------------------
Certificate evidencing ownership of Global Preferred Securities.

         "Global Preferred Security" means a Preferred  Security,  the ownership
          -------------------------
and transfer of which shall be made through book entries by a Clearing Agency as
described herein.

         "Guarantee" means the Preferred Securities Guarantee Agreement executed
          ---------
and   delivered   by  the   Depositor   and  Fifth  Third   Bank,   as  trustee,
contemporaneously  with the execution and delivery of this Trust Agreement,  for
the benefit of the Preferred Securityholders, as amended from time to time.

         "Indenture" means the Indenture, dated as of April 1, 2003, between the
          ---------
Depositor and the Debenture Trustee, as trustee, as amended or supplemented from
time to time pertaining to the Debentures of the Depositor.

         "Investment  Company Act," means the Investment Company Act of 1940, as
          -----------------------
amended, as in effect at the date of execution of this instrument.

         "Investment  Company  Event"  means  the  receipt  by the Trust and the
          --------------------------
Depositor  of an Opinion of Counsel,  rendered by a law firm having a recognized
national  tax and  securities  law practice  within a reasonable  period of time
after  the  applicable  occurrence,  to the  effect  that,  as a  result  of the
occurrence  of a change in law or regulation  or a change in  interpretation  or
application of law or regulation by any legislative  body,  court,  governmental
agency or  regulatory  authority  (a "Change in 1940 Act Law"),  the Trust is or
                                      ----------------------
shall be  considered an  "investment  company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under this
Trust Agreement.

         "Lien" means any lien, pledge, charge,  encumbrance,  mortgage, deed of
          ----
trust, adverse ownership interest, hypothecation,  assignment, security interest
or preference,  priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

         "Like  Amount"  means  (a)  with  respect  to  a  redemption  of  Trust
          ------------
Securities, Trust Securities having an aggregate Liquidation Amount equal to the
aggregate  principal  amount of Debentures to be  contemporaneously  redeemed in
accordance with the Indenture and the proceeds of which shall be used to pay the
Redemption  Price  of  such  Trust  Securities;   and  (b)  with  respect  to  a
distribution  of Debentures to Holders of Trust  Securities in connection with a
termination or liquidation of the Trust,  Debentures  having a principal  amount
equal to the  Liquidation  Amount of the Trust  Securities of the Holder to whom
such Debentures are distributed.  Each Debenture  distributed pursuant to clause
(b) above shall carry with it accrued interest in an amount equal to the accrued
and unpaid interest then due on such Debentures.
<PAGE>

         "Liquidation Amount" means the stated amount of $25 per Trust Security.
          ------------------

         "Liquidation Date" means  the  date  on  which  Debentures  are  to  be
          ----------------
distributed to Holders of Trust Securities in  connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

         "Liquidation Distribution" has the meaning specified in Section 904(d).
          ------------------------

         "Officers' Certificate" means a certificate signed by  the President or
          ---------------------
a  Vice  President  and  by  the  Treasurer  or an  Assistant  Treasurer  or the
Controller  or  an  Assistant  Controller  or  the  Secretary  or  an  Assistant
Secretary,  of the Depositor,  and delivered to the appropriate  Trustee. One of
the officers  signing an  Officers'  Certificate  given  pursuant to Section 816
shall  be the  principal  executive,  financial  or  accounting  officer  of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

                  (a)      a statement that each officer signing  the  Officers'
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
Officers' 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

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

         "Opinion of Counsel" means  an  opinion  in  writing   of  independent,
          ------------------
outside legal counsel,  who may be counsel for the Trust, the Property  Trustee,
the Delaware Trustee or the Depositor and who shall be reasonably  acceptable to
the Property Trustee.

         "Original Trust Agreement" has the meaning specified in the Recitals to
          ------------------------
this Trust Agreement.

         "Outstanding",  when used with respect to Preferred Securities,  means,
          -----------
as of the date of determination,  all Preferred Securities  theretofore executed
and delivered under this Trust Agreement, except:

                  (a)      Preferred  Securities  theretofore  canceled  by  the
Property Trustee or delivered to the Property Trustee for cancellation;

                  (b)      Preferred Securities for whose payment  or redemption
money in the necessary amount has been  theretofore  deposited with the Property
Trustee  or any  Paying  Agent for the  Holders  of such  Preferred  Securities;
provided that, if such Preferred  Securities are to be redeemed,  notice of such
redemption has been duly given pursuant to this Trust Agreement; and
<PAGE>

                  (c)      Preferred  Securities  which  have  been  paid  or in
exchange for or in lieu of which other  Preferred  Securities have been executed
and delivered  pursuant to Sections 504,  505, 511 and 513;  provided,  however,
that in determining  whether the Holders of the requisite  Liquidation Amount of
the  Outstanding   Preferred   Securities   have  given  any  request,   demand,
authorization,   direction,  notice,  consent  or  waiver  hereunder,  Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or any Trustee shall be  disregarded  and deemed not to be  Outstanding,  except
that (i) in  determining  whether any Trustee shall be protected in relying upon
any such request, demand,  authorization,  direction, notice, consent or waiver,
only  Preferred  Securities  that such Trustee  knows to be so owned shall be so
disregarded;  and (ii) the foregoing shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor,  one or more of the
Trustees  and/or any such  Affiliate.  Preferred  Securities so owned which have
been  pledged  in good  faith may be  regarded  as  Outstanding  if the  pledgee
establishes to the  satisfaction  of the  Administrative  Trustees the pledgee's
right so to act with respect to such Preferred Securities and the pledgee is not
the  Depositor or any other  Obligor upon the  Preferred  Securities or a Person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

         "Paying  Agent"  means any paying  agent or co paying  agent  appointed
          -------------
pursuant to Section 509 and shall initially be the Bank.

         "Payment  Account"  means a segregated  non-interest-bearing  corporate
          ----------------
trust  account  maintained  by the  Property  Trustee with the Bank in its trust
department for the benefit of the  Securityholders  in which all amounts paid in
respect  of the  Debentures  shall be held and from which the  Property  Trustee
shall make payments to the  Securityholders  in accordance with Sections 401 and
402.

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

         "Preferred  Securities  Certificate",  means a  certificate  evidencing
          ----------------------------------
ownership of Preferred Securities, substantially in the form attached as Exhibit
                                                                         -------
D.
-

         "Preferred  Security"  means an  undivided  beneficial  interest in the
          -------------------
assets of the Trust,  having a  Liquidation  Amount of $25 and having the rights
provided  therefor  in this  Trust  Agreement,  including  the right to  receive
Distributions and a Liquidation Distribution as provided herein.

         "Preferred Securityholder" means a Holder of a Preferred Security.
          ------------------------

         "Property   Trustee"  means  the  commercial   bank  or  trust  company
          ------------------
identified  as the "Property  Trustee," in the Preamble to this Trust  Agreement
                    -----------------
solely in its capacity as Property  Trustee of the Trust  heretofore  formed and
continued  hereunder  and not in its  individual  capacity,  or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

         "Redemption  Date"  means,  with  respect to any Trust  Security  to be
          ----------------
redeemed,  the date  fixed for such  redemption  by or  pursuant  to this  Trust
Agreement;  provided that each Debenture Redemption Date and the stated maturity
of the  Debentures  shall  be a  Redemption  Date  for a Like  Amount  of  Trust
Securities.
<PAGE>

         "Redemption  Price"  means,  with  respect to any Trust  Security,  the
          -----------------
Liquidation  Amount  of  such  Trust  Security,   plus  accumulated  and  unpaid
Distributions  to the Redemption  Date,  allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

         "Relevant Trustee" shall have the meaning specified in Section 810.
          ----------------

         "Securities  Register" and  "Securities  Registrar" have the respective
          --------------------
meanings specified in Section 504.

         "Securityholder"  or  "Holder"  means a Person  in  whose  name a Trust
          --------------        -----
Security or Securities is registered in the Securities Register; any such Person
is a beneficial owner within the meaning of the Delaware Statutory Trust Act.

         "Trust" means the Delaware statutory trust created and continued hereby
          -----
and identified on the cover page to this Trust Agreement.

         "Trust  Agreement" means this Amended and Restated Trust Agreement,  as
          ----------------
the same  may be  modified,  amended  or  supplemented  in  accordance  with the
applicable provisions hereof, including all exhibits hereto,  including, for all
purposes  of this  Trust  Agreement  and any  such  modification,  amendment  or
supplement,  the  provisions of the Trust  Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification,  amendment or
supplement, respectively.

         "Trust  Indenture  Act"  means  the  Trust  Indenture  Act of 1939,  as
          ---------------------
amended,  as in  force at the date as of which  this  instrument  was  executed;
provided,  however,  that in the  event  the  Trust  Indenture  Act of 1939,  as
amended,  is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

         "Trust  Property"  means  (a) the  Debentures;  (b) the  rights  of the
          ---------------
Property  Trustee under the Guarantee;  (c) any cash on deposit in, or owing to,
the Payment Account; and (d) all proceeds and rights in respect of the foregoing
and any other  property  and assets for the time being held or deemed to be held
by the Property Trustee pursuant to this Trust Agreement.

         "Trust  Security"  means  any  one  of  the  Common  Securities  or the
          ---------------
Preferred Securities.

         "Trust Securities  Certificate"  means any one of the Common Securities
          -----------------------------
Certificates or the Preferred Securities Certificates.

         "Trustees"  means,  collectively,  the Property  Trustee,  the Delaware
          --------
Trustee and the Administrative Trustees.

         "Underwriting Agreement" means the Underwriting Agreement,  dated as of
          ----------------------
March 26,  2003,  among the Trust,  the  Depositor,  Stifel  Nicolaus & Company,
Incorporated, Fahnestock & Co. Inc. and the Underwriters named therein.
<PAGE>

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

         Section 201.     Name.

         The Trust continued hereby shall be known as "FIRST  PREFERRED  CAPITAL
TRUST IV," as such name may be modified from time to time by the  Administrative
Trustees  following  written  notice to the Holders of Trust  Securities and the
other  Trustees,  in which  name the  Trustees  may  engage in the  transactions
contemplated  hereby, make and execute contracts and other instruments on behalf
of the Trust and sue and be sued.

         Section 202.     Office  of  the  Delaware  Trustee; Principal Place of
                          Business.

         The  address of the  Delaware  Trustee in the State of  Delaware is c/o
Wilmington  Trust  Company,  Rodney  Square  North,  1100 North  Market  Street,
Wilmington, Delaware 19890-0001,  Attention: Corporate Trust Administration,  or
such  other  address  in the  State of  Delaware  as the  Delaware  Trustee  may
designate  by  written  notice to the  Securityholders  and the  Depositor.  The
principal  executive office of the Trust is c/o First Banks,  Inc., 600 James S.
McDonnell Boulevard, Mail Code 014, Hazelwood, Missouri 63042.

         Section 203.     Initial Contribution of Trust Property; Organizational
                          Expenses.

         The  Trustees  acknowledge  receipt  in  trust  from the  Depositor  in
connection  with  the  Original  Trust  Agreement  of  the  sum  of  $25,  which
constituted the initial Trust Property.  The Depositor shall pay  organizational
expenses  of the Trust as they  arise or shall,  upon  request  of any  Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee.  The
Depositor  shall make no claim upon the Trust  Property  for the payment of such
expenses.

         Section 204.     Issuance of the Preferred Securities.

         On March 26, 2003,  the Depositor  and an  Administrative  Trustee,  on
behalf of the Trust and pursuant to the Original Trust  Agreement,  executed and
delivered the Underwriting  Agreement.  Contemporaneously with the execution and
delivery of this Trust Agreement,  an Administrative  Trustee,  on behalf of the
Trust,  shall execute in  accordance  with Section 502 and deliver in accordance
with the Underwriting Agreement,  Preferred Securities Certificates,  registered
in the name of the Persons entitled thereto, in an aggregate amount of 1,600,000
Preferred  Securities  having an  aggregate  Liquidation  Amount of  $40,000,000
against receipt of the aggregate purchase price of such Preferred  Securities of
$40,000,000,  which amount such Administrative Trustee shall promptly deliver to
the Property Trustee. If the Underwriters  exercise their Option and there is an
Option  Closing  Date  (as  defined  in the  Underwriting  Agreement),  then  an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section  502,  and  deliver  in  accordance  with  the  Underwriting  Agreement,
additional  Preferred  Securities  Certificates,  registered  in the name of the
Persons  entitled  thereto in an  aggregate  amount of up to  240,000  Preferred
Securities having an aggregate  Liquidation  Amount of up to $6,000,000  against
receipt of the aggregate  purchase price of such  Preferred  Securities of up to
$6,000,000,  which amount such Administrative  Trustee shall promptly deliver to
the Property Trustee.
<PAGE>

         Section 205.     Issuance of  the Common Securities;  Subscription  and
Purchase of Debentures.

                  (a)      Contemporaneously  with the execution and delivery of
this Trust Agreement,  an Administrative  Trustee, on behalf of the Trust, shall
execute in  accordance  with  Section  502 and deliver to the  Depositor  Common
Securities Certificates registered in the name of the Depositor, in an aggregate
amount of 49,485 Common  Securities  having an aggregate  Liquidation  Amount of
$1,237,125  against  payment by the Depositor of such amount.  Contemporaneously
therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to
and  purchase  from  the  Depositor  Debentures,  registered  in the name of the
Property Trustee on behalf of the Trust and having an aggregate principal amount
equal to  $41,237,125  and,  in  satisfaction  of the  purchase  price  for such
Debentures,  the Property Trustee,  on behalf of the Trust, shall deliver to the
Depositor the sum of $41,237,125.

                  (b)      If the  Underwriters exercise the Option and there is
an Option Closing Date, then an Administrative  Trustee, on behalf of the Trust,
shall  execute in  accordance  with Section  502, and deliver to the  Depositor,
Common Securities  Certificates,  registered in the name of the Depositor, in an
additional aggregate amount of up to 7,423 Common Securities having an aggregate
Liquidation  Amount of up to $185,575  against  payment by the Depositor of such
amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the
Trust,   shall  subscribe  to  and  purchase  from  the  Depositor,   additional
Debentures,  registered  in the name of the  Property  Trustee  on behalf of the
Trust and having an  aggregate  principal  amount of up to  $6,185,575,  and, in
satisfaction of the purchase price of such Debentures,  the Property Trustee, on
behalf of the Trust,  shall  deliver to the  Depositor  up to  $6,185,575,  such
aggregate  amount equal to the sum of the amounts  received  from the  Depositor
pursuant  to the  first  sentence  of this  Section  205(b)  and from one of the
Administrative Trustees pursuant to the last sentence of Section 204.

         Section 206.     Declaration of Trust.

         The exclusive  purposes and functions of the Trust are (a) to issue and
sell  Trust  Securities  and use the  proceeds  from  such sale to  acquire  the
Debentures;  and (b) to  engage  in those  activities  necessary,  advisable  or
incidental  thereto.  The Depositor  hereby appoints the Trustees as trustees of
the  Trust,  to have all the  rights,  powers and duties to the extent set forth
herein,  and the Trustees hereby accept such  appointment.  The Property Trustee
hereby  declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the  Securityholders.  The
Administrative  Trustees  shall  have all  rights,  powers  and duties set forth
herein and in accordance with applicable law with respect to  accomplishing  the
purposes of the Trust.  The Delaware  Trustee  shall not be entitled to exercise
any  powers,  nor  shall  the  Delaware  Trustee  have  any  of the  duties  and
responsibilities,  of the Property  Trustee or the  Administrative  Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited  purpose of fulfilling the  requirements of Section 3807 of
the Delaware Statutory Trust Act.
<PAGE>

         Section 207.    Authorization to Enter into Certain Transactions.

                  (a)    The  Trustees  shall conduct the affairs of the Trust
in accordance with the terms of this Trust Agreement. Subject to the limitations
set  forth  in  paragraph  (b) of this  Section  207 and  Article  VIII,  and in
accordance  with the  following  provisions  (i) and  (ii),  the  Administrative
Trustees shall have the authority to enter into all  transactions and agreements
determined by the  Administrative  Trustees to be  appropriate in exercising the
authority,  express or implied, otherwise granted to the Administrative Trustees
under this Trust  Agreement,  and to perform  all acts in  furtherance  thereof,
including without limitation, the following:

                  (i) As among the Trustees, each Administrative Trustee, acting
         singly or jointly, shall have the power and authority to  act on behalf
         of the Trust with respect to the following matters:

                    (A) the  issuance  and  sale  of the  Trust  Securities  and
                    compliance  with the  Underwriting  Agreement in  connection
                    therewith;

                    (B) to  cause  the  Trust  to enter  into,  and to  execute,
                    deliver  and  perform  on behalf of the Trust,  the  Expense
                    Agreement  and such other  agreements or documents as may be
                    necessary or desirable in  connection  with the purposes and
                    function of the Trust;

                    (C)   assisting  in  the   registration   of  the  Preferred
                    Securities under the Securities Act of 1933, as amended, and
                    under   state   securities   or  blue  sky  laws,   and  the
                    qualification  of this Trust  Agreement as a trust indenture
                    under the Trust Indenture Act;

                    (D) assisting in the  inclusion of the Preferred  Securities
                    in the  Nasdaq  National  Market  or in the  listing  of the
                    Preferred   Securities  on  such   securities   exchange  or
                    exchanges as shall be  determined  by the  Depositor and the
                    registration of the Preferred  Securities under the Exchange
                    Act, the  compliance  with the listing  requirements  of The
                    Nasdaq   National   Market  or  the  applicable   securities
                    exchanges and the preparation and filing of all periodic and
                    other reports and other documents pursuant to the foregoing;

                    (E) the sending of notices  (other than  notices of default)
                    and other information regarding the Trust Securities and the
                    Debentures to the  Securityholders  in accordance  with this
                    Trust Agreement;

                    (F) the appointment of a Paying Agent,  Authenticating Agent
                    and  Securities  Registrar  in  accordance  with this  Trust
                    Agreement;

                    (G) to the  extent  provided  in this Trust  Agreement,  the
                    winding up of the  affairs of and  liquidation  of the Trust
                    and the preparation, execution and filing of the certificate
                    of cancellation  with the Secretary of State of the State of
                    Delaware;
<PAGE>

                    (H) the  taking  of all  action  that  may be  necessary  or
                    appropriate for the preservation and the continuation of the
                    Trust's valid existence,  rights,  franchises and privileges
                    as a statutory business trust under the laws of the State of
                    Delaware  and of  each  other  jurisdiction  in  which  such
                    existence is  necessary to protect the limited  liability of
                    the  Preferred  Securityholders  or to  enable  the Trust to
                    effect the purposes for which the Trust was created; and

                    (I) the taking of any action  incidental to the foregoing as
                    the Administrative  Trustees may from time to time determine
                    is  necessary  or  advisable  to give effect to the terms of
                    this Trust Agreement for the benefit of the  Securityholders
                    (without  consideration  of the effect of any such action on
                    any particular Securityholder).

                  (ii) As among the Trustees, the Property Trustee shall have
         the power, duty and authority to act on behalf of the Trust with
         respect to the following matters:

                    (A) the establishment of the Payment Account;

                    (B) the receipt of the Debentures;

                    (C) the  collection  of  interest,  principal  and any other
                    payments  made in respect of the  Debentures  in the Payment
                    Account;

                    (D) the distribution of amounts owed to the  Securityholders
                    in respect of the Trust  Securities in  accordance  with the
                    terms of this Trust Agreement;

                    (E) the exercise of all of the rights, powers and privileges
                    of a holder of the Debentures;

                    (F) the sending of notices of default and other  information
                    regarding  the Trust  Securities  and the  Debentures to the
                    Securityholders in accordance with this Trust Agreement;

                    (G) the  distribution  of the Trust  Property in  accordance
                    with the terms of this Trust Agreement;

                    (H) to the  extent  provided  in this Trust  Agreement,  the
                    winding up of the affairs of and liquidation of the Trust;

                    (I) after an Event of  Default,  the  taking  of any  action
                    incidental to the foregoing as the Property Trustee may from
                    time to time  determine  is  necessary  or advisable to give
                    effect to the terms of this Trust  Agreement and protect and
                    conserve   the  Trust   Property  for  the  benefit  of  the
                    Securityholders  (without consideration of the effect of any
                    such action on any particular Securityholder);

                    (J)  registering   transfers  of  the  Trust  Securities  in
                    accordance with this Trust Agreement; and

                    (K) except as otherwise provided in this Section 207(a)(ii),
                    the  Property   Trustee  shall  have  none  of  the  duties,
                    liabilities,  powers or the authority of the  Administrative
                    Trustees set forth in Section 207(a)(i).
<PAGE>

                  (b)      So  long  as  this Trust Agreement remains in effect,
the  Trust  (or the Trustees acting  on behalf of the Trust) shall not undertake
any business, activities  or  transaction except as expressly provided herein or
contemplated hereby. In  particular,  the  Trustees  shall  not  (i) acquire any
investments or engage in any activities not authorized by this  Trust Agreement;
(ii) sell, assign, transfer, exchange, mortgage, pledge,  set-off  or  otherwise
dispose of any  of  the  Trust  Property  or  interests  therein,  including  to
Securityholders, except as expressly provided herein; (iii) take any action that
would  cause  the  Trust  to  fail  or cease to qualify as a "grantor trust" for
United  States  federal  income  tax  purposes; (iv) incur  any indebtedness for
borrowed  money  or  issue  any other debt; or (v) take or consent to any action
that would result in the placement of a Lien on any of  the Trust  Property. The
Administrative Trustees shall defend all claims and demands  of  all  Persons at
any time claiming any Lien on any of the Trust Property adverse to  the interest
of the Trust or the Securityholders in their capacity as Securityholders.

                  (c)      In  connection  with   the  issue  and  sale  of  the
Preferred Securities, the  Depositor  shall have the right and responsibility to
assist  the  Trust  with  respect  to, or  effect  on  behalf  of the Trust, the
following (and  any  actions  taken  by  the  Depositor  in  furtherance  of the
following  prior  to  the  date  of this Trust Agreement are hereby ratified and
confirmed in all respects):

                  (i)    the  preparation  and  filing  by the  Trust  with  the
               Commission  and  the  execution  on  behalf  of  the  Trust  of a
               registration statement on the appropriate form in relation to the
               Preferred Securities, the Debentures and the Guarantee, including
               any amendments thereto;

                  (ii)    the  determination  of the  states  in  which  to take
               appropriate  action to qualify or,  register for sale all or part
               of the  Preferred  Securities  and to do any and all  such  acts,
               other  than  actions  which  must be taken by or on behalf of the
               Trust,  and advise  the  Trustees  of  actions  they must take on
               behalf of the Trust,  and  prepare for  execution  and filing any
               documents  to be executed  and filed by the Trust or on behalf of
               the Trust, as the Depositor deems necessary or advisable in order
               to comply with the applicable laws of any such states;

                  (iii)   the  preparation for filing by the Trust and execution
               on behalf of the Trust of an application  to The Nasdaq  National
               Market or a national  stock  exchange or other  organization  for
               inclusion,  listing or  quotation  upon notice of issuance of any
               Preferred  Securities  and to file  or  cause  an  Administrative
               Trustee to file  thereafter  with such  exchange or  organization
               such notifications and documents as may be necessary from time to
               time;

                  (iv)    the  preparation  for  filing  by the  Trust  with the
               Commission  and  the  execution  on  behalf  of  the  Trust  of a
               registration  statement on Form 8 A relating to the  registration
               of the Preferred  Securities  under Section 12(b) or 12(g) of the
               Exchange Act, including any amendments thereto;

                  (v)     the negotiation of the terms of, and the execution and
               delivery of, the Underwriting Agreement providing for the sale of
               the Preferred Securities; and

                  (vi)    the taking of any other actions necessary or desirable
               to carry out any of the foregoing activities.
<PAGE>

                  (d)     Notwithstanding anything herein to the  contrary,  the
Administrative  Trustees  are  authorized and directed to conduct the affairs of
the Trust  and  to operate the Trust so that the Trust shall not be deemed to be
an  "investment company"  required to be registered under the Investment Company
Act, shall be classified as a "grantor trust"  and not as an association taxable
as a corporation for United States federal income  tax  purposes and so that the
Debentures shall be treated as indebtedness of  the  Depositor for United States
federal income tax purposes. In this connection, subject  to  Section  1002, the
Depositor and the Administrative Trustees are authorized to take any action, and
the Administrative Trustees are authorized to direct  the  Property  Trustee  in
writing to take any action not inconsistent with applicable law  or  this  Trust
Agreement, that each of the  Depositor  and  the  Trustees  determines  in their
discretion to be necessary or desirable for such purposes. The  Property Trustee
shall take any action so directed by one or more of the Administrative Trustees.

         Section 208.     Assets of Trust.

         The assets of the Trust shall consist of the Trust Property.

         Section 209.     Title to Trust Property.

         Legal title to all Trust  Property  shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the  Securityholders  in accordance with
this Trust Agreement.

                                   ARTICLE III
                                 PAYMENT ACCOUNT

         Section 301.     Payment Account.

                  (a)     On  or prior to the Closing Date, the Property Trustee
shall establish the Payment Account. The Property Trustee and any  agent  of the
Property Trustee shall have exclusive control and sole right of  withdrawal with
respect  to  the  Payment  Account  for  the  purpose  of  making  deposits  and
withdrawals  from  the  Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the  Payment  Account  for  the
exclusive  benefit  of  the  Securityholders  and  for  distribution  as  herein
provided, including (and  subject  to)  any  priority  of  payments provided for
herein.

                  (b)     The  Property  Trustee  shall  deposit  in the Payment
Account, promptly upon receipt, all payments of principal of or interest on, and
any other payments or proceeds with respect to, the Debentures. Amounts held  in
the Payment Account  shall  not  be  invested  by  the  Property Trustee pending
distribution thereof.


<PAGE>

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

         Section 401.     Distributions.

                  (a)     Distributions   on   the  Trust  Securities  shall  be
cumulative,  and  shall  accumulate  whether or not there are funds of the Trust
available for the payment of Distributions. Distributions  shall accumulate from
the date of issuance of the Trust Securities and, except  during  any  Extension
Period with respect to the Debentures, shall be payable quarterly in  arrears on
March 31, June 30, September 30 and December 31 of each year, commencing on June
30, 2003. If any date on which a Distribution is otherwise payable  on the Trust
Securities is not a Business Day, then the payment of such Distribution shall be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay) with the same force and effect as
if made on such date (each date on which Distributions are payable in accordance
with this Section 401(a), a "Distribution Date").

                  (b)     The  Trust  Securities  represent undivided beneficial
interests in the Trust Property. The Distributions on the Trust Securities shall
be payable at a rate of 8.15% per annum of the  Liquidation  Amount of the Trust
Securities. The amount of Distributions payable for any  full  period  shall  be
computed on the basis of a 360 day year of twelve 30  day  months. The amount of
Distributions  for  any  partial  period  shall  be computed on the basis of the
number  of  days  elapsed  in a 360 day year of twelve 30 day months. During any
Extension  Period with respect to the Debentures, Distributions on the Preferred
Securities shall be deferred for a period equal to the Extension Period.

                  (c)     Distributions  on  the  Trust Securities shall be made
by the Property Trustee solely from the Payment Account and shall b e payable on
each Distribution Date only to the extent that the Trust has funds then  on hand
and immediately available by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

                  (d)     Distributions on the Trust Securities with  respect to
a Distribution Date shall be payable to the Holders thereof  as  they  appear on
the Securities Register for the Trust Securities on  the  relevant  record date,
which  shall  be  the  15th day  of  March,  June,  September  or  December  for
Distributions payable  on  the  last  calendar  day  of  the  respective  month;
provided,   however,  that  for  any  Trust  Securities  held  in  global  form,
Distributions  shall  be  payable  to  the Holder thereof as of one Business Day
immediately preceding the Distribution Date.

         Section 402.     Redemption.

                  (a)     On each  Debenture Redemption Date and on the maturity
of the Debentures, the Trust shall be required to redeem  a Like Amount of Trust
Securities at the Redemption Price.

                  (b)     Notice  of  redemption shall  be given by the Property
Trustee  by  first-class mail, postage prepaid, mailed not less than thirty (30)
nor  more  than  sixty (60) days  prior to the Redemption Date to each Holder of
Trust Securities to be redeemed, at  such  Holder's  address  appearing  in  the
Securities Register. The  Property  Trustee shall have no responsibility for the
accuracy of any CUSIP number contained in such notice. All notices of redemption
shall state:

                  (i)     the Redemption Date;

                  (ii)    the Redemption Price;

                  (iii)   the CUSIP number;


<PAGE>

                  (iv)    if less than all the Outstanding Trust Securities  are
         to be redeemed, the identification and the aggregate Liquidation Amount
         of the particular Trust Securities to be redeemed;

                  (v)     that,  on  the  Redemption  Date, the Redemption Price
         shall  become  due  and  payable  upon each such Trust Security  to  be
         redeemed and that Distributions  thereon  shall  cease to accumulate on
         and after said date, except as provided in Section 402(d); and

                  (vi)    the place or  places at  which Trust Securities are to
         be surrendered for the payment of the Redemption Price.

                  (c)     The Trust Securities redeemed on  each Redemption Date
shall  be  redeemed  at   the  Redemption  Price  with  the  proceeds  from  the
contemporaneous  redemption  of  the  Debentures.  Redemptions   of  the   Trust
Securities  shall  be made  and  the  Redemption  Price shall be payable on each
Redemption  Date  only  to  the  extent that the Trust has immediately available
funds then on hand and  available in the Payment Account for the payment of such
Redemption Price.

                  (d)     If the Property Trustee gives a notice  of  redemption
in respect of any Preferred Securities, then, by 12:00 noon, New York City time,
on the Redemption Date, subject to Section 402(c), the Property Trustee, subject
to Section  402(c),  shall,  with respect to Preferred Securities held in global
form,  deposit with the Clearing  Agency for such Preferred  Securities,  to the
extent available  therefor,  funds  sufficient to pay the applicable  Redemption
Price and will give such Clearing Agency irrevocable  instructions and authority
to pay the  Redemption  Price to the Holders of the Preferred  Securities.  With
respect  to Trust  Securities  that are not held in global  form,  the  Property
Trustee,  subject to Section  402(c),  shall deposit with the Paying Agent funds
sufficient  to pay the  applicable  Redemption  Price and shall  give the Paying
Agent irrevocable  instructions and authority to pay the Redemption Price to the
Holders  thereof upon  surrender  of their  Preferred  Securities  Certificates.
Notwithstanding  the  foregoing,  Distributions  payable  on  or  prior  to  the
Redemption Date for any Trust Securities  called for redemption shall be payable
to the  Holders  of such  Trust  Securities  as they  appear  on the  Securities
Register for the Trust  Securities on the relevant  record dates for the related
Distribution  Dates.  If notice of  redemption  shall  have been given and funds
deposited as  required,  then upon the date of such  deposit,  (i) all rights of
Securityholders  holding Trust  Securities so called for redemption shall cease,
except the right of such  Securityholders  to receive the Redemption  Price, but
without interest and (ii) such Securities shall cease to be Outstanding.  In the
event that any date on which any  Redemption  Price is payable is not a Business
Day, then payment of the Redemption  Price payable on such date shall be made on
the next  succeeding  day that is a Business  Day (and  without any  interest or
other payment in respect of any such delay) with the same force and effect as if
made on such date. In the event that payment of the Redemption  Price in respect
of any Trust Securities called for redemption is improperly  withheld or refused
and not paid either by the Trust or by the Depositor  pursuant to the Guarantee,
Distributions on such Trust Securities shall continue to accumulate, at the then
applicable  rate, from the Redemption  Date originally  established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual  payment date shall be the date fixed for  redemption  for
purposes of calculating the Redemption Price.
<PAGE>

                  (e)     Payment   of   the   Redemption  Price  on  the  Trust
Securities  shall be made to the record  holders  thereof as they  appear on the
Securities  Register for the Trust Securities on the relevant record date, which
shall be the date  fifteen  (15) days  prior to the  relevant  Redemption  Date;
provided,   however,  that  for  any  Trust  Securities  held  in  global  form,
Distributions  shall be  payable to the Holder  thereof as of one  Business  Day
immediately preceding the Distribution Date.

                  (f)     Subject  to  Section  403(a),  if  less  than  all the
Outstanding  Trust  Securities are to be redeemed on a Redemption Date, then the
aggregate  Liquidation  Amount  of  Trust  Securities  to be  redeemed  shall be
allocated on a pro rata basis (based on  Liquidation  Amounts)  among the Common
Securities and the Preferred Securities.  The particular Preferred Securities to
be  redeemed  shall be  selected  not more than  sixty  (60)  days  prior to the
Redemption  Date  by  the  Property  Trustee  from  the  Outstanding   Preferred
Securities  not previously  called for  redemption,  by such method  (including,
without  limitation,  by  lot) as the  Property  Trustee  shall  deem  fair  and
appropriate  and which may provide for the selection for  redemption of portions
(equal to such  Liquidation  Amount or an integral  multiple of such Liquidation
Amount in excess thereof) of the Liquidation Amount of Preferred Securities of a
denomination larger than the Liquidation Amount; provided,  however, that in the
event the redemption relates only to Preferred  Securities purchased and held by
the Depositor  being redeemed in exchange for a Like Amount of  Debentures,  the
Property  Trustee  shall  select  those  particular   Preferred  Securities  for
redemption.  The Property Trustee shall promptly notify the Securities Registrar
in writing of the Preferred  Securities selected for redemption and, in the case
of any Preferred  Securities  selected for partial  redemption,  the Liquidation
Amount  thereof  to be  redeemed,  it  being  understood  that,  in the  case of
Preferred  Securities  registered  in the  name  of and  held of  record  by the
Clearing  Agency  or its  nominee,  the  distribution  of the  proceeds  of such
redemption will be made in accordance with the procedures of the Clearing Agency
or its  nominee.  For all purposes of this Trust  Agreement,  unless the context
otherwise  requires,  all  provisions  relating to the  redemption  of Preferred
Securities shall relate, in the case of any Preferred  Securities redeemed or to
be redeemed only in part, to the portion of the Liquidation  Amount of Preferred
Securities which has been or is to be redeemed, it being understood that, in the
case of Preferred Securities registered in the name of and held of record by the
Clearing  Agency  or its  nominee,  the  distribution  of the  proceeds  of such
redemption will be made in accordance with the procedures of the Clearing Agency
or its nominee.

         Section 403.     Subordination of Common Securities.

                  (a)     Payment   of   Distributions   (including   Additional
Amounts,  if applicable) on, and the Redemption Price of, the Trust  Securities,
as  applicable,  shall be made,  subject to Section  402(f),  pro rata among the
Common Securities and the Preferred  Securities based on the Liquidation  Amount
of the Trust Securities;  provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional  Amounts,  if  applicable)  on, or  Redemption  Price of,  any Common
Security,  and no other  payment on account of the  redemption,  liquidation  or
other acquisition of Common Securities,  shall be made unless payment in full in
cash of all accumulated and unpaid Distributions  (including Additional Amounts,
if  applicable) on all  Outstanding  Preferred  Securities for all  Distribution

<PAGE>

periods  terminating  on or  prior  thereto,  or in the case of  payment  of the
Redemption  Price the full amount of such  Redemption  Price on all  Outstanding
Preferred  Securities  then  called  for  redemption,  shall  have  been made or
provided for, and all funds immediately  available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions  (including
Additional  Amounts,  if applicable) on, or the Redemption  Price of,  Preferred
Securities then due and payable.

                  (b)     In the  case of the occurrence of any Event of Default
resulting from a Debenture Event of Default, the Common Securityholders shall be
deemed to have waived any right to act with respect to any such Event of Default
under this Trust  Agreement  until the effect of all such Events of Default with
respect to the Preferred  Securities shall have been cured,  waived or otherwise
eliminated.  Until any such Event of Default  under  this Trust  Agreement  with
respect  to the  Preferred  Securities  shall  have  been so  cured,  waived  or
otherwise  eliminated,  the Property  Trustee  shall act solely on behalf of the
Preferred  Securityholders  and not the  Common  Securityholder,  and  only  the
Preferred Securityholders shall have the right to direct the Property Trustee to
act on their behalf.

         Section 404.     Payment Procedures.

         Payments of Distributions (including Additional Amounts, if applicable)
in  respect of the  Preferred  Securities  shall be made by check  mailed to the
address  of the Person  entitled  thereto as such  address  shall  appear on the
Securities  Register  or, if the  Preferred  Securities  are held by a  Clearing
Agency,  such Distributions  shall be made to the Clearing Agency in immediately
available  funds,  which will credit the  relevant  accounts  on the  applicable
Distribution  Dates.  Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property  Trustee and the
Common Securityholder.

         Section 405.     Tax Returns and Reports.

         The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard,  the  Administrative  Trustees shall (a) prepare and file
(or cause to be prepared and filed) the  appropriate  Internal  Revenue  Service
forms  required to be filed in respect of the Trust in each  taxable year of the
Trust;  and (b) prepare and furnish (or cause to be prepared and  furnished)  to
each  Securityholder the appropriate  Internal Revenue Service forms required to
be furnished to such  Securityholder or the information  required to be provided
on such forms.  The  Administrative  Trustees shall provide the Depositor with a
copy of all such returns and reports  promptly  after such filing or furnishing.
The Property  Trustee shall comply with United States  federal  withholding  and
backup withholding tax laws and information reporting  requirements with respect
to any payments to Securityholders under the Trust Securities.

         Section 406.     Payment of Taxes, Duties, etc. of the Trust.

         Upon receipt under the Debentures of Additional Payments,  the Property
Trustee, at the direction of an Administrative  Trustee or the Depositor,  shall
promptly pay any taxes,  duties or  governmental  charges of  whatsoever  nature
(other than withholding  taxes) imposed on the Trust by the United States or any
other taxing authority.
<PAGE>

         Section 407      Payments Under Indenture. Any amount payable hereunder
to  any  Preferred  Securityholder  shall  be  reduced  by  the  amount  of  any
corresponding  payment such Holder has  directly  received  under the  Indenture
pursuant to Section 513(b) or (c) hereof.

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

         Section 501.     Initial Ownership.

         Upon the creation of the Trust and the  contribution  by the  Depositor
pursuant to Section 203 and until the issuance of the Trust  Securities,  and at
any time during which no Trust Securities are  Outstanding,  the Depositor shall
be the sole beneficial owner of the Trust.

         Section 502.     The Trust Securities Certificates.

         The  Preferred  Securities  Certificates  shall be  issued  in  minimum
denominations  of  the  Liquidation   Amount  and  integral   multiples  of  the
Liquidation  Amount in excess thereof,  and the Common  Securities  Certificates
shall be issued in denominations of the Liquidation Amount and multiples thereof
(which may, in the case of the Common Securities,  include fractional  amounts).
The Trust  Securities  Certificates  shall be executed on behalf of the Trust by
manual or facsimile  signature  of at least one  Administrative  Trustee.  Trust
Securities   Certificates   bearing  the  manual  or  facsimile   signatures  of
individuals who were, at the time when such signatures  shall have been affixed,
authorized to sign on behalf of the Trust,  shall be validly issued and entitled
to the benefits of this Trust Agreement,  notwithstanding  that such individuals
or any of them shall have ceased to be so  authorized  prior to the  delivery of
such Trust  Securities  Certificates or did not hold such offices at the date of
delivery  of  such  Trust  Securities  Certificates.  A  transferee  of a  Trust
Securities  Certificate shall become a Securityholder,  and shall be entitled to
the rights and subject to the obligations of a  Securityholder  hereunder,  upon
due registration of such Trust Securities  Certificate in such transferee's name
pursuant to Sections 504, 511 and 513.

         Section 503.     Execution,   Authentication   and  Delivery  of  Trust
Securities Certificates.

                  (a)     On  the  Closing  Date  and, if applicable, the Option
Closing  Date,  the   Administrative   Trustees  shall  cause  Trust  Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 204 and
205, to be executed on behalf of the Trust by at least one of the Administrative
Trustees and delivered to or upon the written order of the Depositor,  signed by
its Chief Executive Officer, President, any Vice President, the Treasurer or any
Assistant  Treasurer  without  further  corporate  action by the  Depositor,  in
authorized denominations.

                  (b)     A Preferred  Securities Certificate shall not be valid
until  authenticated by the manual  signature of an authorized  signatory of the
Property Trustee.  The signature shall be conclusive evidence that the Preferred
Securities  Certificate has been authenticated under this Trust Agreement.  Each
Preferred Security Certificate shall be dated the date of its authentication.

         Upon the written order of the Trust signed by one of the Administrative
Trustees,  the  Property  Trustee  shall  authenticate  and make  available  for
delivery the Preferred Securities Certificates.
<PAGE>

         The Property Trustee may appoint an Authenticating  Agent acceptable to
the Trust to authenticate the Preferred Securities.  An Authenticating Agent may
authenticate the Preferred  Securities  whenever the Property Trustee may do so.
Each reference in this Trust Agreement to authentication by the Property Trustee
includes  authentication  by such agent.  An  Authenticating  Agent has the same
rights as the Property Trustee to deal with the Company or the Trust.

         Section 503A.   Global Preferred Security.

                  (a)     Any Global Preferred Security issued under this Trust
Agreement  shall be registered in the name of the nominee of the Clearing Agency
and delivered to such custodian  therefor,  and such Global  Preferred  Security
shall  constitute  a single  Preferred  Security  for all purposes of this Trust
Agreement.

                  (b)     Notwithstanding  any  other  provision  in  this Trust
Agreement,   no  Global  Preferred  Security  may  be  exchanged  for  Preferred
Securities  registered in the names of persons other than the  Depositary or its
nominee  unless (i) the  Depositary  notifies  the  Property  Trustee that it is
unwilling  or unable to  continue  as a  depositary  for such  Global  Preferred
Securities  and  the  Depositor  is  unable  to  locate  a  qualified  successor
depositary,  (ii) the Depositor  executes and delivers to the Property Trustee a
written order stating that it elects to terminate the book-entry  system through
the  Depositary or (iii) there shall have occurred and be continuing a Debenture
Event of Default.

                  (c)     If  a  Preferred  Security is to be exchanged in whole
or in part for a beneficial interest in a Global Preferred Security, then either
(i) such Global  Preferred  Security  shall be so  surrendered  for  exchange or
cancellation  as  provided  in this  Article  V or (ii) the  Liquidation  Amount
thereof shall be reduced or increased by an amount equal to the portion  thereof
to be so exchanged or canceled, or equal to the Liquidation Amount of such other
Preferred  Securities to be so exchanged for a beneficial  interest therein,  as
the case may be, by means of an  appropriate  adjustment  made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global  Preferred  Security (the
"Applicable  Procedures"),  shall instruct the Clearing Agency or its authorized
 ----------------------
representative to make a corresponding  adjustment to its records. Upon any such
surrender or adjustment of a Global  Preferred  Security by the Clearing Agency,
accompanied by  registration  instructions,  the  Administrative  Trustees shall
execute  and the  Property  Trustee  shall,  subject  to  Section  504(b) and as
otherwise  provided in this Article V,  authenticate  and deliver any  Preferred
Securities  issuable in  exchange  for such Global  Preferred  Security  (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property  Trustee  shall  not be  liable  for  any  delay  in  delivery  of such
instructions  and may  conclusively  rely on,  and shall be fully  protected  in
relying on, such instructions.

                  (d)     Every  Preferred  Security executed, authenticated and
delivered upon  registration of transfer of, or in exchange for or in lieu of, a
Global  Preferred  Security or any  portion  thereof,  whether  pursuant to this
Article V or otherwise,  shall be executed,  authenticated  and delivered in the
form of, and shall be, a Global Preferred Security, unless such Global Preferred
Security is  registered  in the name of a Person other than the Clearing  Agency
for such Global Preferred Security or a nominee thereof.
<PAGE>

                  (e)     The  Clearing Agency or its nominee, as the registered
owner of a Global  Preferred  Security,  shall be  considered  the Holder of the
Preferred  Securities  represented  by such Global  Preferred  Security  for all
purposes under this Trust Agreement and the Preferred Securities,  and owners of
beneficial interests in such Global Preferred Security shall hold such interests
pursuant to the Applicable  Procedures and, except as otherwise provided herein,
shall  not be  entitled  to  receive  physical  delivery  of any such  Preferred
Securities in definitive  form and shall not be considered  the Holders  thereof
under this Trust Agreement. Accordingly, any such owner's beneficial interest in
the Global Preferred Securities shall be shown only on, and the transfer of such
interest  shall be effected  only  through,  records  maintained by the Clearing
Agency or its nominee.  Neither the Property Trustee,  the Securities  Registrar
nor the Depositor shall have any liability in respect of any transfers  effected
by the Clearing Agency.

                  (f)     The  rights  of  owners  of  beneficial interests in a
Global  Preferred  Security shall be exercised only through the Clearing  Agency
and shall be limited to those  established  by law and  agreements  between such
owners and the Clearing Agency.

         Section 504.     Registration  of  Transfer  and  Exchange of Preferred
Securities Certificates.

                  (a)     The  Depositor  shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 508, a register or registers for
the purpose of registering  Trust  Securities  Certificates  and, subject to the
provisions  of Section 503A,  transfers  and  exchanges of Preferred  Securities
Certificates  (herein  referred to as the  "Securities  Register")  in which the
                                            --------------------
registrar designated by the Depositor (the "Securities  Registrar"),  subject to
                                            ---------------------
such  reasonable  regulations  as  it  may  prescribe,  shall  provide  for  the
registration  of  Preferred   Securities   Certificates  and  Common  Securities
Certificates  (subject  to  Section  510 in the  case of the  Common  Securities
Certificates)   and   registration  of  transfers  and  exchanges  of  Preferred
Securities  Certificates as herein  provided.  The Property Trustee shall be the
initial Securities Registrar.

                  (b)     Subject  to  the  provisions  of  Section  503A,  upon
surrender for registration of transfer of any Preferred  Securities  Certificate
at the office or agency maintained  pursuant to Section 508, the  Administrative
Trustees  or any one of them  shall  execute  and  deliver,  in the  name of the
designated  transferee  or  transferees,  one or more new  Preferred  Securities
Certificates in authorized  denominations of a like aggregate Liquidation Amount
dated the date of execution  by such  Administrative  Trustee or  Trustees.  The
Securities  Registrar  shall not be  required to  register  the  transfer of any
Preferred  Securities that have been called for  redemption.  At the option of a
Holder,  Preferred Securities  Certificates may be exchanged for other Preferred
Securities  Certificates in authorized  denominations of the same class and of a
like aggregate  Liquidation  Amount upon  surrender of the Preferred  Securities
Certificates  to be  exchanged  at the office or agency  maintained  pursuant to
Section 508.

                  (c)     Every  Preferred  Securities  Certificate presented or
surrendered for registration of transfer or exchange,  subject to the provisions
of Section 503A,  shall be  accompanied  by a written  instrument of transfer in
form  satisfactory  to the Property  Trustee and the  Securities  Registrar duly
executed  by the  Holder  or his  attorney  duly  authorized  in  writing.  Each
Preferred  Securities  Certificate  surrendered for  registration of transfer or
exchange shall be canceled and subsequently  disposed of by the Property Trustee
in accordance  with its customary  practice.  The Trust shall not be required to
(i) issue, register the transfer of, or exchange any Preferred Securities during

<PAGE>

a period  beginning at the opening of business 15 calendar  days before the date
of mailing of a notice of  redemption  of any  Preferred  Securities  called for
redemption  and ending at the close of business on the day of such  mailing;  or
(ii) register the transfer of or exchange any  Preferred  Securities so selected
for redemption,  in whole or in part, except the unredeemed  portion of any such
Preferred Securities being redeemed in part.

                  (d)     No  service charge  shall be made for any registration
of transfer or exchange of  Preferred  Securities  Certificates,  subject to the
provisions of Section 503A, but the Securities  Registrar may require payment of
a sum sufficient to cover any tax or governmental  charge that may be imposed in
connection with any transfer or exchange of Preferred Securities Certificates.

                  (e)     Preferred  Securities  may  only  be  transferred,  in
whole or in part, in accordance  with the terms and conditions set forth in this
Trust Agreement.  Any transfer or purported  transfer of any Preferred  Security
not made in  accordance  with this  Trust  Agreement  shall be null and void.  A
Preferred  Security that is not a Global Preferred  Security may be transferred,
in whole or in part,  to a Person  who  takes  delivery  in the form of  another
Preferred  Security  that is not a Global  Preferred  Security  as  provided  in
Section  504(a).  A beneficial  interest in a Global  Preferred  Security may be
exchanged for a Preferred  Security that is not a Global Preferred Security only
as provided in Section 503A.

         Section 505.    Mutilated,  Destroyed, Lost  or Stolen Trust Securities
Certificates.

         If (a) any mutilated Trust Securities  Certificate shall be surrendered
to the  Securities  Registrar,  or if the  Securities  Registrar  shall  receive
evidence  to its  satisfaction  of the  destruction,  loss or theft of any Trust
Securities  Certificate,  and (b) there  shall be  delivered  to the  Securities
Registrar, the Property Trustee and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless,  then in the
absence  of notice  that  such  Trust  Securities  Certificate  shall  have been
acquired by a bona fide purchaser,  the Administrative  Trustees,  or any one of
them, on behalf of the Trust shall execute and make  available for delivery,  in
exchange for or in lieu of any such mutilated,  destroyed,  lost or stolen Trust
Securities Certificate,  a new Trust Securities Certificate of like class, tenor
and  denomination.  In connection with the issuance of any new Trust  Securities
Certificate  under  this  Section  505,  the  Administrative   Trustees  or  the
Securities  Registrar  may require the payment of a sum  sufficient to cover any
tax or other  governmental  charge that may be imposed in connection  therewith.
Any duplicate Trust Securities  Certificate  issued pursuant to this Section 505
shall constitute  conclusive evidence of an undivided beneficial interest in the
assets of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

         Section 506.    Persons Deemed Securityholders.

         The Trustees, the Paying Agent and the Securities Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities  Register as the owner of such Trust  Securities  Certificate for
the purpose of receiving  Distributions  and for all other purposes  whatsoever,
and neither the  Trustees  nor the  Securities  Registrar  shall be bound by any
notice to the contrary.
<PAGE>

         Section 507.    Access to List of Securityholders' Names and Addresses.

         At any time  when  the  Property  Trustee  is not  also  acting  as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property  Trustee (a) within five  Business Days
after March 15, June 15,  September 15 and December 15 in each year, a list,  in
such form as the  Property  Trustee  may  reasonably  require,  of the names and
addresses of the  Securityholders  as of the most recent  record  date;  and (b)
promptly  after  receipt by any  Administrative  Trustee or the  Depositor  of a
request  therefor  from the  Property  Trustee in order to enable  the  Property
Trustee to discharge its obligations under this Trust Agreement, in each case to
the  extent  such   information   is  in  the   possession  or  control  of  the
Administrative  Trustees or the  Depositor  and is not identical to a previously
supplied list or has not otherwise been received by the Property  Trustee in its
capacity as Securities  Registrar.  The rights of Securityholders to communicate
with  other  Securityholders  with  respect  to their  rights  under  this Trust
Agreement  or under the Trust  Securities  and the  corresponding  rights of the
Trustee  shall be as  provided  in the Trust  Indenture  Act.  Each  Holder,  by
receiving and holding a Trust  Securities  Certificate,  and each owner shall be
deemed to have agreed not to hold the  Depositor,  the  Property  Trustee or the
Administrative  Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

         Section 508.    Maintenance of Office or Agency.

         The Administrative Trustees shall maintain or cause to be maintained in
The  City  of New  York  or  other  location  designated  by the  Administrative
Trustees,  an office or offices or agency or agencies where Preferred Securities
Certificates  may be surrendered  for  registration  of transfer or exchange and
where  notices  and  demands  to or upon the  Trustees  in  respect of the Trust
Securities  Certificates may be served.  The  Administrative  Trustees initially
designate the Corporate Trust Office of the Property Trustee, 38 Fountain Square
Plaza,  MD10AT60,  Cincinnati,  Ohio,  45202,  as the principal  corporate trust
office for such purposes. The Administrative  Trustees shall give prompt written
notice to the Depositor and to the Securityholders of any change in the location
of the Securities Register or any such office or agency.

         Section 509.    Appointment of Paying Agent.

         The  Property  Trustee  shall  be the  initial  Paying  Agent,  and any
co-paying  agent  chosen  by the  Property  Trustee  must be  acceptable  to the
Administrative  Trustees  and  the  Depositor.   The  Paying  Agent  shall  make
Distributions to  Securityholders  from the Payment Account and shall report the
amounts of such  Distributions  to the Property  Trustee and the  Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the  Payment  Account for the  purpose of making the  Distributions  referred to
above. The  Administrative  Trustees may revoke such power and remove the Paying
Agent if such Trustees  determine in their sole discretion that the Paying Agent
shall have failed to perform its  obligations  under this Trust Agreement in any
material respect.  The Paying Agent shall initially be the Property Trustee, and
any co paying  agent chosen by the Property  Trustee must be  acceptable  to the
Administrative  Trustees and the  Depositor.  Any Person  acting as Paying Agent
shall be  permitted  to resign as Paying  Agent upon thirty  (30) days'  written
notice to the Administrative  Trustees,  the Property Trustee and the Depositor.
In the event that the Property  Trustee shall no longer be the Paying Agent or a
successor  Paying  Agent shall resign or its  authority  to act be revoked,  the
Administrative  Trustees  shall  appoint a successor  (which  shall be a bank or

<PAGE>

trust  company) that is acceptable to the Property  Trustee and the Depositor to
act as Paying Agent.  The  Administrative  Trustees  shall cause such  successor
Paying  Agent or any  additional  Paying Agent  appointed by the  Administrative
Trustees  to execute and deliver to the  Trustees  an  instrument  in which such
successor Paying Agent or additional  Paying Agent shall agree with the Trustees
that as Paying Agent,  such  successor  Paying Agent or additional  Paying Agent
shall hold all sums,  if any, held by it for payment to the  Securityholders  in
trust for the benefit of the  Securityholders  entitled  thereto until such sums
shall  be paid to such  Securityholders.  The  Paying  Agent  shall  return  all
unclaimed  funds to the Property  Trustee and,  upon removal of a Paying  Agent,
such Paying Agent shall also return all funds in its  possession to the Property
Trustee. The provisions of Sections 801, 803 and 806 shall apply to the Property
Trustee also in its role as Paying  Agent,  for so long as the Property  Trustee
shall act as Paying  Agent and, to the extent  applicable,  to any other  Paying
Agent appointed  hereunder.  Any reference in this Agreement to the Paying Agent
shall include any co paying agent unless the context requires otherwise.

         Section 510.    Ownership of Common Securities by Depositor.

         On the Closing Date, the Depositor shall acquire and retain  beneficial
and record ownership of the Common  Securities.  To the fullest extent permitted
by law, any attempted  transfer of the Common  Securities (other than a transfer
in  connection  with a merger or  consolidation  of the  Depositor  into another
corporation  pursuant  to  Section  12.1 of the  Indenture)  shall be void.  The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS  CERTIFICATE IS NOT TRANSFERABLE
EXCEPT IN COMPLIANCE WITH SECTION 510 OF THE TRUST AGREEMENT."

         Section 511.    Preferred Securities Certificates.

                  (a)     Upon  their  original  issuance, Preferred  Securities
Certificates  shall be issued in the form of one or more fully registered Global
Preferred  Securities  Certificates which will be deposited with or on behalf of
the Clearing Agency and registered in the name of the Clearing Agency's nominee.
Unless  and  until it is  exchangeable  in  whole  or in part for the  Preferred
Securities in definitive  form, a global security may not be transferred  except
as a whole by the Clearing  Agency to a nominee of the  Clearing  Agency or by a
nominee of the Clearing  Agency to the Clearing Agency or another nominee of the
Clearing  Agency or by the Clearing Agency or any such nominee to a successor of
such Clearing Agency or a nominee of such successor.

                  (b)     A single  Common  Securities  Certificate representing
the  Common  Securities  shall  be  issued  to the  Depositor  in the  form of a
definitive Common Securities Certificate.

         Section 512.    Notices to Clearing Agencies.

         To the extent  that a notice or other  communication  to the Holders is
required  under this Trust  Agreement,  for so long as Preferred  Securities are
represented by a Global  Preferred  Securities  Certificate,  the Trustees shall
give all such  notices and  communications  specified  herein to be given to the
Clearing Agency, and shall have no obligation to provide notice to the owners of
the beneficial interest in the Global Preferred Securities.
<PAGE>

         Section 513.    Rights of Securityholders.

                  (a)     The  legal  title  to  the  Trust  Property  is vested
exclusively in the Property Trustee (in its capacity as such) in accordance with
Section 209, and the  Securityholders  shall not have any right or title therein
other  than  the  undivided  beneficial  interest  in the  assets  of the  Trust
conferred  by their Trust  Securities,  and they shall have no right to call for
any partition or division of property,  profits or rights of the Trust except as
described below. The Trust Securities shall be personal property giving only the
rights  specifically  set forth therein and in this Trust  Agreement.  The Trust
Securities shall have no preemptive or similar rights. When issued and delivered
to Preferred Securityholders against payment of the purchase price therefor, the
Preferred  Securities  shall be fully paid and  nonassessable  interests  in the
Trust.  The Preferred  Securityholders,  in their  capacities as such,  shall be
entitled to the same limitation of personal  liability  extended to stockholders
of private  corporations for profit organized under the General  Corporation Law
of the State of Delaware.

                  (b)     For   so  long  as  any  Preferred  Securities  remain
Outstanding,  if, upon a Debenture Event of Default, the Debenture Trustee fails
or the holders of not less than twenty-five percent (25%) in principal amount of
the  outstanding  Debentures  fail  to  declare  the  principal  of  all  of the
Debentures  to  be  immediately  due  and  payable,  the  Holders  of  at  least
twenty-five  (25%)  in  Liquidation  Amount  of the  Preferred  Securities  then
Outstanding  shall have such right by a notice in writing to the  Depositor  and
the Debenture  Trustee;  and upon any such  declaration such principal amount of
and the accrued interest on all of the Debentures  shall become  immediately due
and  payable,  provided  that the  payment of  principal  and  interest  on such
Debentures shall remain subordinated to the extent provided in the Indenture.

                  (c)     For  so  long   as  any  Preferred  Securities  remain
Outstanding,  upon a Debenture  Event of Default arising from the failure to pay
interest or principal on the Debentures, the Holders of any Preferred Securities
then  Outstanding  shall, to the fullest extent permitted by law, have the right
to directly institute  proceedings for enforcement of payment to such Holders of
principal of or interest on the  Debentures  having a principal  amount equal to
the Liquidation Amount of the Preferred Securities of such Holders.

                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         Section 601.    Limitations on Voting Rights.

                  (a)     Except  as  provided  in this Section 601, in Sections
513,  810 and 1002 and in the  Indenture  and as  otherwise  required by law, no
Preferred Securityholder shall have any right to vote or in any manner otherwise
control  the  administration,  operation  and  management  of the  Trust  or the
obligations  of the parties  hereto,  nor shall  anything  herein set forth,  or
contained in the terms of the Trust Securities Certificates,  be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

                  (b)     So  long  as  any  Debentures are held by the Property
Trustee,  the  Trustees  shall  not (i)  direct  the time,  method  and place of
conducting any proceeding for any remedy available to the Debenture Trustee,  or
executing any trust or power conferred on the Debenture  Trustee with respect to
such Debentures; (ii) waive any past default which is waivable under Article VII

<PAGE>

of the  Indenture;  (iii)  exercise any right to rescind or annul a  declaration
that the  principal  of all the  Debentures  shall be due and  payable;  or (iv)
consent to any  amendment,  modification  or termination of the Indenture or the
Debentures,  where  such  consent  shall be  required,  without,  in each  case,
obtaining  the  prior  approval  of  the  Holders  of at  least  a  majority  in
Liquidation Amount of all Outstanding Preferred Securities;  provided,  however,
that where a consent  under the  Indenture  would  require  the  consent of each
holder of  outstanding  Debentures  affected  thereby,  no such consent shall be
given  by the  Property  Trustee  without  the  prior  written  consent  of each
Preferred  Securityholder.  The Trustees shall not revoke any action  previously
authorized or approved by a vote of the Preferred  Securityholders,  except by a
subsequent  vote of the Preferred  Securityholders.  The Property  Trustee shall
notify each Preferred  Securityholder of any notice of default received from the
Debenture  Trustee with respect to the Debentures.  In addition to obtaining the
foregoing approvals of the Preferred Securityholders, prior to taking any of the
foregoing actions,  the Trustees shall, at the expense of the Depositor,  obtain
an Opinion of Counsel  experienced  in such matters to the effect that the Trust
shall  continue to be classified  as a grantor  trust and not as an  association
taxable as a  corporation  for United  States  federal  income tax  purposes  on
account of such action.

                  (c)     If  any  proposed  amendment  to  the  Trust Agreement
provides for, or the Trustees  otherwise propose to effect,  (i) any action that
would  adversely  affect in any  material  respect  the powers,  preferences  or
special rights of the Preferred  Securities,  whether by way of amendment to the
Trust Agreement or otherwise; or (ii) the dissolution, winding up or termination
of the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Preferred Securities as a class shall be entitled to vote
on such  amendment  or proposal  and such  amendment  or  proposal  shall not be
effective  except with the  approval of the Holders of, with  respect to matters
described  in  (i)  above,  at  least  66  2/3%  in  Liquidation  Amount  of the
Outstanding  Preferred  Securities and with respect to matters described in (ii)
above, at least a majority in Liquidation  Amount of the  Outstanding  Preferred
Securities.  No amendment to this Trust Agreement may be made if, as a result of
such  amendment,  the Trust would cease to be  classified  as a grantor trust or
would be classified as an association taxable as a corporation for United States
federal income tax purposes.

         Section 602.    Notice of Meetings.

         Notice of all meetings of the  Preferred  Securityholders,  stating the
time,  place and purpose of the meeting,  shall be given by the Property Trustee
pursuant to Section 1008 to each Preferred  Securityholder  of record, at his or
her registered address, at least fifteen (15) days and not more than ninety (90)
days before the meeting.  At any such meeting,  any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

         Section 603.    Meetings of Preferred Securityholders.

                  (a)     No  annual  meeting  of Securityholders is required to
be  held.  The  Administrative  Trustees,  however,  shall  call  a  meeting  of
Securityholders   to  vote  on  any  matter  in   respect  of  which   Preferred
Securityholders  are entitled to vote upon the written  request of the Preferred
Securityholders  of  twenty-five  percent  (25%)  of the  Outstanding  Preferred
Securities   (based   upon  their   aggregate   Liquidation   Amount)   and  the
Administrative  Trustees  or the  Property  Trustee  may,  at any  time in their
discretion,  call a meeting of Preferred  Securityholders to vote on any matters
as to which the Preferred Securityholders are entitled to vote.
<PAGE>

                  (b)     Preferred  Securityholders  of record of fifty percent
(50%) of the  Outstanding  Preferred  Securities  (based  upon  their  aggregate
Liquidation Amount), present in person or by proxy, shall constitute a quorum at
any meeting of Securityholders.

                  (c)     If  a  quorum  is present at a meeting, an affirmative
vote by the Preferred  Securityholders of record present, in person or by proxy,
holding  more than a majority  of the  Preferred  Securities  (based  upon their
aggregate  Liquidation  Amount) held by the Preferred  Securityholders of record
present,  either in person or by proxy,  at such meeting  shall  constitute  the
action of the  Securityholders,  unless this Trust Agreement  requires a greater
number of affirmative votes.

         Section 604.    Voting Rights.

         Securityholders  shall be entitled to one vote for each dollar value of
Liquidation  Amount  represented by their Trust  Securities (with any fractional
multiple  thereof rounded up or down as the case may be to the closest  integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote (and such dollar value shall be $25 per  Preferred  Security  until such
time, if any, as the Liquidation Amount is changed as provided herein).

         Section 605.    Proxies, etc.

         At any meeting of Securityholders,  any Securityholder entitled to vote
thereat may vote by proxy,  provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the  Administrative  Trustees,  or
with such other officer or agent of the Trust as the Administrative Trustees may
direct,  for  verification  prior to the time at which such vote shall be taken.
Only Holders shall be entitled to vote.  When Trust  Securities are held jointly
by  several  persons,  any one of them may vote at any  meeting  in person or by
proxy in respect of such Trust Securities, but if more than one of them shall be
present at such  meeting in person or by proxy,  and such joint  owners or their
proxies so present  disagree  as to any vote to be cast,  such vote shall not be
received in respect of such Trust Securities.  A proxy purporting to be executed
by or on behalf of a Securityholder  shall be deemed valid unless  challenged at
or prior to its exercise,  and, the burden of proving  invalidity  shall rest on
the challenger.  No proxy shall be valid more than three years after its date of
execution.

         Section 606.    Securityholder Action by Written Consent.

         Any action  which may be taken by  Securityholders  at a meeting may be
taken without a meeting if  Securityholders  holding more than a majority of all
Outstanding  Trust Securities  (based upon their aggregate  Liquidation  Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be  required  by any  express  provision  of this Trust  Agreement)  shall
consent  to the  action in  writing  (based  upon  their  aggregate  Liquidation
Amount).

         Section 607.    Record Date for Voting and Other Purposes.

         For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any  Distribution  on the Trust  Securities in respect of which a record date is
not otherwise  provided for in this Trust  Agreement,  or for the purpose of any
other action, the Administrative  Trustees or the Property Trustee may from time
to time fix a date,  not more than 90 days  prior to the date of any  meeting of
Securityholders  or the payment of Distribution or other action, as the case may
be,  as  a  record  date  for  the   determination   of  the   identity  of  the
Securityholders of record for such purposes.
<PAGE>

         Section 608.    Acts of Securityholders.

                  (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by  Securityholders  may be embodied in and evidenced by
one  or  more  instruments  of  substantially   similar  tenor  signed  by  such
Securityholders in person or by an agent duly appointed in writing;  and, except
as otherwise  expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative  Trustee. Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the  Securityholders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 801) conclusive in favor
of the Trustees, if made in the manner provided in this Section 608.

                  (b)     The  fact  and  date of the execution by any Person of
any such  instrument  or writing may be proved by the  affidavit of a witness of
such  execution  or  by a  certificate  of a  notary  public  or  other  officer
authorized  by law  to  take  acknowledgments  of  deeds,  certifying  that  the
individual signing such instrument or writing  acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual  capacity,  such  certificate  or  affidavit  shall  also  constitute
sufficient  proof of his  authority.  The fact and date of the  execution of any
such instrument or writing,  or the authority of the Person  executing the same,
may also be proved in any other  manner  which any  Trustee  receiving  the same
deems sufficient.

                  (c)     The  ownership of Preferred Securities shall be proved
by the Securities Register.

                  (d)     Any request, demand, authorization, direction, notice,
consent,  waiver or other Act of the  Securityholder of any Trust Security shall
bind  every  future   Securityholder   of  the  same  Trust   Security  and  the
Securityholder  of every Trust Security issued upon the registration of transfer
thereof or in exchange  therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustees or the Trust in reliance thereon,
whether or not notation of such action is made upon such Trust Security.

                  (e)     Without  limiting  the  foregoing,  a   Securityholder
entitled  hereunder to take any action  hereunder  with regard to any particular
Trust  Security  may do so with  regard  to all or any  part of the  Liquidation
Amount of such Trust Security or by one or more duly appointed  agents,  each of
which may do so pursuant to such  appointment  with regard to all or any part of
such Liquidation Amount.
<PAGE>

                  (f)     A  Securityholder  may  institute  a  legal proceeding
directly  against the Depositor  under the Guarantee to enforce its rights under
the Guarantee without first instituting a legal proceeding against the Guarantee
Trustee (as defined in the Guarantee), the Trust or any Person.

         Section 609.    Inspection of Records.

         Upon reasonable notice to the Administrative  Trustees and the Property
Trustee,  the records of the Trust shall be open to  inspection at the principal
executive  office of the Trust (as  indicated  in Section 202) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         Section 701.    Representations  and  Warranties  of  the  Bank and the
Property Trustee.

         The Bank and the Property  Trustee,  each severally on behalf of and as
to itself,  as of the date hereof,  and each successor  Property  Trustee at the
time of the  successor  Property  Trustee's  acceptance  of its  appointment  as
Property  Trustee  hereunder  (the  term  "Bank"  being  used to  refer  to such
                                           ----
successor Property Trustee in its separate corporate capacity) hereby represents
and  warrants  (as  applicable)  for  the  benefit  of  the  Depositor  and  the
Securityholders that:

                  (a)     the  Bank  is  a  national  banking  association  duly
organized,  validly  existing and in good standing  under the laws of the United
States of America;

                  (b)     the  Bank  has  full  corporate  power,  authority and
legal right to execute,  deliver  and perform its  obligations  under this Trust
Agreement  and has  taken  all  necessary  action to  authorize  the  execution,
delivery and performance by it of this Trust Agreement;

                  (c)     this   Trust   Agreement  has  been  duly  authorized,
executed and  delivered by the Property  Trustee and  constitutes  the valid and
legally  binding  agreement of the Property  Trustee  enforceable  against it in
accordance  with  its  terms,  subject  to  bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;

                  (d)     the   execution,  delivery   and  performance  by  the
Property  Trustee  of this  Trust  Agreement  has been  duly  authorized  by all
necessary corporate or other action on the part of the Property Trustee and does
not  require any  approval  of  stockholders  of the Bank,  and such  execution,
delivery and  performance  shall not (i) violate the Bank's  charter or by laws;
(ii) violate any provision of, or constitute, with or without notice or lapse of
time, a default  under,  or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture,  mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Bank is a party or by which it is bound; or
(iii) violate any law,  governmental  rule or regulation of the United States or
the State of Ohio, as the case may be,  governing the banking or trust powers of
the Bank or the  Property  Trustee  (as  appropriate  in  context) or any order,
judgment or decree applicable to the Property Trustee or the Bank;
<PAGE>

                  (e)     neither  the  authorization, execution  or delivery by
the Property  Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Property Trustee contemplated herein or therein requires the
consent or approval  of, the giving of notice to, the  registration  with or the
taking of any other action with respect to any governmental  authority or agency
under any existing federal law governing the banking or trust powers of the Bank
or the Property Trustee, as the case may be, under the laws of the United States
or the State of Ohio;

                  (f)      there  are  no proceedings pending or, to the best of
the Property  Trustee's  knowledge,  threatened against or affecting the Bank or
the Property Trustee in any court or before any governmental  authority,  agency
or arbitration board or tribunal which, individually or in the aggregate,  would
materially and adversely affect the Trust or would question the right, power and
authority of the Property  Trustee to enter into or perform its  obligations  as
one of the Trustees under this Trust Agreement; and

                  (g)     the Property Trustee is a Person eligible pursuant to
the Trust Indenture Act to act as such and has (or the obligations of which are
guaranteed by an entity having) a combined capital and surplus of at least
$50,000,000.

         Section 702.    Representations and Warranties of the Delaware Bank and
the Delaware Trustee.

         The Delaware Bank and the Delaware Trustee, each severally on behalf of
and as to itself, as of the date hereof,  and each successor Delaware Trustee at
the time of the  successor  Delaware  Trustee's  acceptance  of  appointment  as
Delaware Trustee hereunder (the term "Delaware Bank" being used to refer to such
successor  Delaware  Trustee  in  its  separate  corporate   capacity),   hereby
represents and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:

                  (a)     the  Delaware  Bank  is a Delaware banking corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware;

                  (b)     the  Delaware Bank has full corporate power, authority
and legal right to execute, deliver and perform its obligations under this Trust
Agreement  and has  taken  all  necessary  action to  authorize  the  execution,
delivery and performance by it of this Trust Agreement;

                  (c)     this  Trust  Agreement  has   been   duly  authorized,
executed and  delivered by the Delaware  Trustee and  constitutes  the valid and
legally  binding  agreement of the Delaware  Trustee  enforceable  against it in
accordance  with  its  terms,  subject  to  bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting creditors, rights and to general equity principles;

                  (d)     the   execution,  delivery   and  performance  by  the
Delaware  Trustee  of this  Trust  Agreement  has been  duly  authorized  by all
necessary corporate or other action on the part of the Delaware Trustee and does
not  require  any  approval  of  stockholders  of the  Delaware  Bank,  and such
execution,  delivery and  performance  shall not (i) violate the Delaware Bank's
charter or by laws;  (ii)  violate  any  provision  of, or  constitute,  with or
without notice or lapse of time, a default  under,  or result in the creation or
imposition  of,  any  Lien on any  properties  included  in the  Trust  Property
pursuant  to the  provisions  of, any  indenture,  mortgage,  credit  agreement,
license or other  agreement  or  instrument  to which the  Delaware  Bank or the
Delaware  Trustee is a party or by which it is bound;  or (iii) violate any law,
governmental  rule or  regulation of the United States or the State of Delaware,
as the case may be,  governing  the banking or trust powers of the Delaware Bank
or the Delaware  Trustee (as  appropriate in context) or any order,  judgment or
decree applicable to the Delaware Bank or the Delaware Trustee;
<PAGE>

                  (e)     neither  the  authorization,  execution or delivery by
the Delaware  Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Delaware Trustee contemplated herein or therein requires the
consent or approval  of, the giving of notice to, the  registration  with or the
taking of any other action with respect to any governmental  authority or agency
under any  existing  federal law  governing  the banking or trust  powers of the
Delaware Bank or the Delaware Trustee, as the case may be, under the laws of the
United States or the State of Delaware; and

                  (f)     there  are  no  proceedings pending or, to the best of
the Delaware Trustee's  knowledge,  threatened against or affecting the Delaware
Bank or the Delaware Trustee in any court or before any governmental  authority,
agency or arbitration board or tribunal which, individually or in the aggregate,
would  materially  and adversely  affect the Trust or would  question the right,
power and  authority  of the  Delaware  Trustee  to enter  into or  perform  its
obligations as one of the Trustees under this Trust Agreement.

         Section 703.    Representations and Warranties of the Depositor.

         The  Depositor  hereby  represents  and warrants for the benefit of the
Securityholders that:

                  (a)     the   Trust  Securities  Certificates  issued  on  the
Closing Date or the Option Closing Date, if  applicable,  on behalf of the Trust
have been duly authorized and shall have been duly and validly executed,  issued
and  delivered  by  the  Administrative  Trustees  pursuant  to  the  terms  and
provisions of, and in accordance with the requirements of, this Trust Agreement,
and the  Securityholders  shall be, as of such date, entitled to the benefits of
this Trust Agreement; and

                  (b)     there  are   no  taxes,  fees  or  other  governmental
charges  payable by the Trust (or the Trustees on behalf of the Trust) under the
laws of the State of Delaware or any political subdivision thereof in connection
with the execution,  delivery and performance by the Bank, the Property  Trustee
or the Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII
                                    TRUSTEES

         Section 801.    Certain Duties and Responsibilities.

                  (a)     The  duties and responsibilities of the Trustees shall
be as provided by this Trust Agreement and, in the case of the Property Trustee,
by the Trust Indenture Act.  Notwithstanding the foregoing, no provision of this
Trust  Agreement shall require the Trustees to expend or risk their own funds or
otherwise  incur any  financial  liability  in the  performance  of any of their
duties  hereunder,  or in the exercise of any of their rights or powers, if they
shall have  reasonable  grounds for  believing  that  repayment of such funds or
adequate  indemnity against such risk or liability is not reasonably  assured to
it. No  Administrative  Trustee nor the Delaware Trustee shall be liable for its
act or omissions  hereunder  except as a result of its own gross  negligence  or
willful  misconduct.  The Property Trustee's liability shall be determined under
the Trust  Indenture Act.  Whether or not therein  expressly so provided,  every
provision  of this Trust  Agreement  relating  to the conduct or  affecting  the

<PAGE>

liability of or  affording  protection  to the Trustees  shall be subject to the
provisions  of this Section 801. To the extent  that,  at law or in equity,  the
Delaware Trustee or an Administrative  Trustee has duties  (including  fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
the Delaware Trustee or such  Administrative  Trustee shall not be liable to the
Trust or to any  Securityholder  for such  Trustee's  good faith reliance on the
provisions of this Trust Agreement.  The provisions of this Trust Agreement,  to
the extent that they restrict the duties and liabilities of the Delaware Trustee
or the  Administrative  Trustees  otherwise  existing  at law or in equity,  are
agreed by the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee or the Administrative  Trustees, as the case
may be.

                  (b)     All  payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from the revenue and
proceeds  from the Trust  Property  and only to the extent  that there  shall be
sufficient  revenue or proceeds  from the Trust  Property to enable the Property
Trustee or a Paying Agent to make payments in accordance  with the terms hereof.
With respect to the relationship of each  Securityholder and the Trustees,  each
Securityholder, by its acceptance of a Trust Security, agrees that it shall look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for  distribution  to it as herein  provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security  or for any other  liability  in  respect of any Trust  Security.  This
Section 801(b) does not limit the liability of the Trustees  expressly set forth
elsewhere in this Trust  Agreement or, in the case of the Property  Trustee,  in
the Trust Indenture Act.

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

                  (i) the  Property Trustee shall not be liable for any error of
         judgment  made  in  good faith by an authorized officer of the Property
         Trustee,  unless  it  shall  be  proved  that  the Property Trustee was
         negligent in ascertaining the pertinent facts;

                 (ii) the  Property  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  direction  of  the  Holders  of  not less than a
         majority in Liquidation  Amount of the  Trust  Securities  relating  to
         the time,  method and place of conducting any proceeding for any remedy
         available  to  the Property  Trustee,  or exercising any trust or power
         conferred upon the Property Trustee under this Trust Agreement;

                (iii) the Property  Trustee's  sole  duty  with  respect to  the
         custody, safe  keeping  and physical preservation of the Debentures and
         the  Payment  Account  shall be to deal with such property in a similar
         manner  as the Property Trustee deals with similar property for its own
         account, subject  to  the  protections  and  limitations  on  liability
         afforded to the Property Trustee under this  Trust  Agreement  and  the
         Trust Indenture Act;

                 (iv) the  Property Trustee shall not be liable for any interest
         on any money received by  it  except as it may otherwise agree with the
         Depositor and money held by the Property Trustee need not be segregated
         from  other  funds held by it except in relation to the Payment Account
         maintained by the Property  Trustee  pursuant to Section 301 and except
         to the extent otherwise required by law; and
<PAGE>

                  (v) the   Property   Trustee  shall  not  be  responsible  for
         monitoring  the  compliance  by  the  Administrative  Trustees  or  the
         Depositor with  their respective duties under this Trust Agreement, nor
         shall the  Property  Trustee  be  liable for the negligence, default or
         misconduct of the Administrative Trustees or the Depositor.

         Section 802.    Certain Notices.

                  (a)     Within five (5) Business  Days after the occurrence of
any  Event  of  Default  actually  known  to  the Property Trustee, the Property
Trustee  shall  transmit, in  the  manner  and to the extent provided in Section
1008, notice of such Event of Default to the Securityholders, the Administrative
Trustees  and  the Depositor, unless such Event of Default shall have been cured
or waived. For  purposes  of  this Section 802 the term "Event of Default" means
                                                         ----------------
any  event  that  is, or  after notice or lapse of time or both would become, an
Event of Default.

                  (b)     The  Administrative  Trustees  shall  transmit  to the
Securityholders, in  the  manner  and  to  the  extent provided in Section 1008,
notice  of  the  Depositor's  election  to  begin or further extend an Extension
Period  on  the Debentures (unless such election shall have been revoked) and of
any  election by the Depositor to accelerate the Maturity Date of the Debentures
within  the  time  specified  for transmitting such notice to the holders of the
Debentures pursuant to the Indenture as originally executed.

         Section 803.    Certain Rights of Property Trustee.

         Subject to the provisions of Section 801:

                  (a)     the   Property Trustee may rely and shall be protected
in acting  or  refraining from acting in good faith upon any resolution, Opinion
of  Counsel, certificate,  written  representation  of  a  Holder or transferee,
certificate  of  auditors  or  any  other  certificate,  statement,  instrument,
opinion,  report,  notice,  request, consent, order, appraisal, bond, debenture,
note,  other evidence of indebtedness  or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

                  (b)     if (i)  in  performing  its  duties  under  this Trust
Agreement the Property Trustee is required to decide between alternative courses
of  action;  or (ii) in construing any of the provisions of this Trust Agreement
the  Property  Trustee  finds  the  same  ambiguous  or  inconsistent with other
provisions  contained  herein; or (iii) the  Property  Trustee  is unsure of the
application  of  any  provision  of this Trust Agreement, then, except as to any
matter  as to which the Preferred Securityholders are entitled to vote under the
terms of  this  Trust  Agreement, the Property Trustee shall deliver a notice to
the  Depositor requesting written instructions of the Depositor as to the course
of  action  to be  taken,  and  the  Property Trustee shall take such action, or
refrain from taking such action, as the Property Trustee shall be  instructed in
writing to take, or to refrain from taking, by the Depositor; provided, however,
that if the Property Trustee does not receive such instructions of the Depositor
within ten (10) Business Days after  it  has  delivered  such  notice,  or  such
reasonably shorter period of time set forth  in such notice (which to the extent
practicable shall not be less than two (2) Business Days), it  may, but shall be
under no duty to, take or refrain from taking such action not  inconsistent with
this Trust Agreement as it shall deem advisable and in the best interests of the
Securityholders, in which event the Property  Trustee  shall  have no  liability
except for its own bad faith, negligence or willful misconduct;
<PAGE>

                  (c)     any  direction   or   act   of   the  Depositor or the
Administrative   Trustees  contemplated  by   this   Trust  Agreement  shall  be
sufficiently evidenced by an Officers' Certificate;

                  (d)     whenever   in   the   administration   of  this  Trust
Agreement, the  Property  Trustee  shall  deem  it  desirable  that  a matter be
established  before undertaking, suffering or omitting any action hereunder, the
Property 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  which,  upon  receipt of such request, shall be promptly
delivered by the Depositor or the Administrative Trustees;

                  (e)     the  Property Trustee shall have no duty to see to any
recording, filing  or registration of any instrument (including any financing or
continuation  statement  or, except as provided in Section 405, any filing under
tax or securities laws) or any rerecording, refiling or reregistration thereof;

                  (f)     the  Property  Trustee may consult with counsel of its
choice (which counsel may be counsel to the Depositor or any of its Affiliates),
and the  advice  of  such counsel  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 reliance thereon and, in accordance with such advice, such
counsel  may be  counsel  to  the  Depositor  or  any of its Affiliates, and may
include  any  of its employees; the Property Trustee shall have the right at any
time to  seek instructions concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

                  (g)     the  Property  Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Trust Agreement at the
request  or  direction  of  any  of  the  Securityholders pursuant to this Trust
Agreement, unless  such  Securityholders  shall  have  offered  to  the Property
Trustee reasonable  security  or  indemnity  against  the  costs,  expenses  and
liabilities  which  might  be incurred  by it in compliance with such request or
direction; nothing contained herein shall, however, relieve the Property Trustee
of the obligation,  upon  the  occurrence  of any Event of Default (that has not
been waived) to exercise such of the rights and powers vested in it by the Trust
Agreement, and to use the same degree of  care  and skill in their exercise as a
prudent man would exercise or  use under the circumstances in the conduct of his
own affairs;

                  (h)     the  Property  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,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing  to do  so by  the Holders  of not less
than  a  majority in Liquidation Amount of the Outstanding Preferred Securities,
but  the  Property  Trustee  may make such further inquiry or investigation into
such facts or matters as it may see fit;

                  (i)     the  Property Trustee may execute any of the trusts or
powers  hereunder  or  perform  any  duties  hereunder  either directly or by or
through  its  agents  or  attorneys, provided that the Property Trustee shall be
responsible  for its own negligence or recklessness with respect to selection of
any agent or attorney appointed by it hereunder;

                  (j)     whenever  in   the  administration   of   this   Trust
Agreement  the  Property Trustee shall deem it desirable to receive instructions
with respect to enforcing  any  remedy  or  right  or  taking  any  other action
hereunder, the Property Trustee (i) may request instructions from the Holders of
the Trust Securities which instructions may only be given by the  Holders of the

<PAGE>

same proportion in  Liquidation  Amount  of  the  Trust Securities  as  would be
entitled to  direct the Property Trustee under the terms of the Trust Securities
in respect of such remedy, right or action; (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 acting in accordance with such
instructions; and

                  (k)     except  as  otherwise expressly provided by this Trust
Agreement, the  Property  Trustee  shall not be under any obligation to take any
action that is discretionary under the provisions of  this  Trust  Agreement. No
provision  of  this  Trust  Agreement  shall  be  deemed  to  impose any duty or
obligation on the Property 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 Property 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  Property  Trustee shall be
construed to be a duty.

         Section 804.    Not Responsible for Recitals or Issuance of Securities.

         The Recitals contained herein and in the Trust Securities  Certificates
shall be taken as the  statements  of the Trust,  and the Trustees do not assume
any responsibility for their correctness.  The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

         Section 805.    May Hold Securities.

         Any  Trustee or any other  agent of any  Trustee  or the Trust,  in its
individual  or any other  capacity,  may  become  the owner or  pledgee of Trust
Securities  and,  subject to Sections  808 and 813 and except as provided in the
definition of the term  "Outstanding"  in Article I, may otherwise deal with the
                         -----------
Trust with the same  rights it would have if it were not a Trustee or such other
agent.

         Section 806.    Compensation; Indemnity; Fees.

         The Depositor agrees:

                  (a)     to  pay  to  the Trustees from time to time reasonable
compensation  for  all  services  rendered by them hereunder (which compensation
shall not be  limited by any provision of law in regard to the compensation of a
trustee of an express trust);

                  (b)     except  as  otherwise  expressly  provided  herein, to
reimburse  the  Trustees upon request for all reasonable expenses, disbursements
and  advances  incurred or made by the Trustees in accordance with any provision
of  this Trust Agreement (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 such Trustee's negligence, bad
faith or willful misconduct (or, in the case of the  Administrative  Trustees or
the  Delaware  Trustee,  any  such  expense,  disbursement  or advance as may be
attributable  to  its,  his  or  her  gross  negligence,  bad  faith  or willful
misconduct); and
<PAGE>

                  (c)      to  indemnify each of the Trustees or any predecessor
Trustee  for,  and  to  hold  the  Trustees  harmless against, any loss, damage,
claims,  liability, penalty or expense of any kind or nature whatsoever, arising
out  of  or  in  connection  with the acceptance or administration of this Trust
Agreement,  including  the  costs  and  expenses of defending itself against any
claim  or liability in connection with the exercise or performance of any of its
powers  or duties hereunder, except any such expense, disbursement or advance as
may  be  attributable  to  such  Trustee's  negligence,  bad  faith  or  willful
misconduct  (or, in  the  case  of  the  Administrative Trustees or the Delaware
Trustee,  any  such  expense, disbursement  or advance as may be attributable to
its, his or her gross negligence, bad faith or willful misconduct).

         No Trustee  may claim any Lien or charge on Trust  Property as a result
of any amount due pursuant to this Section 806.

         Section 807.    Corporate  Property  Trustee  Required;  Eligibility of
Trustees.

                  (a)     There  shall  at  all  times  be  a  Property  Trustee
hereunder with respect to the Trust Securities.  The Property Trustee shall be a
Person that is eligible pursuant to the Trust  Indenture  Act to act as such and
has (or the obligations of which are guaranteed by an  entity having) a combined
capital and surplus  of at  least $50,000,000.  If  any  such  Person  publishes
reports of condition  at  least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
807, the combined  capital  and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.  If  at  any  time  the Property Trustee with respect to the Trust
Securities shall  cease to be eligible in accordance with the provisions of this
Section 807,  it  shall  resign  immediately  in  the manner and with the effect
hereinafter specified in this Article VIII.

                  (b)     There   shall   at   all   times   be   one   or  more
Administrative Trustees hereunder with respect to  the  Trust  Securities.  Each
Administrative Trustee shall be either a natural person who is at least 21 years
of  age  or a legal entity that shall act through one or more persons authorized
to bind that entity.

                  (c)     There  shall  at  all times be a Delaware Trustee with
respect  to  the  Trust  Securities.  The Delaware Trustee shall either be (i) a
natural  person  who  is at least 21 years of age and a resident of the State of
Delaware;  or (ii) a legal  entity  with  its principal place of business in the
State  of  Delaware  and  that  otherwise  meets  the requirements of applicable
Delaware law that shall  act through one or more persons authorized to bind such
entity.

         Section 808.    Conflicting Interests.

         If the Property  Trustee has or shall  acquire a  conflicting  interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign,  to the extent and in the manner provided by,
and  subject  to the  provisions  of,  the Trust  Indenture  Act and this  Trust
Agreement.

         Section 809.    Co-Trustees and Separate Trustee.

                  (a)     Unless  a  Debenture  Event  of  Default  shall   have
occurred and be continuing, at any time or times, for the purpose of meeting the
legal requirements of the Trust Indenture Act  or  of  any jurisdiction in which
any part of the  Trust  Property may at the time be located, the Depositor shall
have power to appoint, and upon the written request of the Property Trustee, the
Depositor  shall  for  such  purpose  join  with  the  Property  Trustee  in the

<PAGE>

execution, delivery and performance of all instruments and agreements  necessary
or  proper  to  appoint,  one  or  more Persons approved by the Property Trustee
either  to  act  as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the  instrument  of appointment, and to vest in such Person or Persons in the
capacity  aforesaid,  any  property, title, right  or  power deemed necessary or
desirable, subject to the other provisions of this Section 809. If the Depositor
does  not  join  in such appointment within 15 days after the receipt by it of a
request  so  to  do, or in case a Debenture Event of Default has occurred and is
continuing,  the   Property   Trustee  alone  shall  have  power  to  make  such
appointment.  Any co-trustee  or  separate  trustee  appointed  pursuant to this
Section 809 shall either be (i) a natural person who is at least 21 years of age
and a resident of the United States; or (ii) a legal entity  with  its principal
place  of  business  in  the  United  States  that shall act through one or more
persons authorized to bind such entity.

                  (b)     Should  any  written  instrument from the Depositor be
required  by  any  co-trustee  or  separate  trustee so appointed for more fully
confirming to such co-trustee or separate trustee such property,  title,  right,
or power,   any  and  all  such  instruments  shall,  on request,  be  executed,
acknowledged, and delivered by the Depositor.

                  (c)     Every  co-trustee  or  separate  trustee shall, to the
extent  permitted  by  law, but to such extent only, be appointed subject to the
following terms, namely:

                  (i)     The Trust Securities shall be  executed  and delivered
               all rights,  powers,  duties and obligations hereunder in respect
               of the custody of securities,  cash and other  personal  property
               held by,  or  required  to be  deposited  or  pledged  with,  the
               Trustees specified hereunder, shall be exercised,  solely by such
               Trustees and not by such co-trustee or separate trustee.

                   (ii)   The rights,  powers,  duties  and  obligations  hereby
               conferred or imposed upon the Property  Trustee in respect of any
               property  covered  by such  appointment  shall  be  conferred  or
               imposed upon and  exercised or performed by the Property  Trustee
               or by the  Property  Trustee  and  such  co-trustee  or  separate
               trustee   jointly,   as  shall  be  provided  in  the  instrument
               appointing  such  co-trustee or separate  trustee,  except to the
               extent  that  under  any law of any  jurisdiction  in  which  any
               particular act is to be performed,  the Property Trustee shall be
               incompetent  or  unqualified  to perform such act, in which event
               such rights,  powers,  duties and obligations  shall be exercised
               and performed by such co-trustee or separate trustee.

                  (iii)   The Property  Trustee at any time, by an instrument in
               writing  executed  by it,  with the  written  concurrence  of the
               Depositor, may accept the resignation of or remove any co-trustee
               or separate  trustee  appointed  under this Section 809,  and, in
               case a Debenture Event of Default has occurred and is continuing,
               the  Property   Trustee  shall  have  the  power  to  accept  the
               resignation  of,  or  remove,  any such  co-trustee  or  separate
               trustee  without  the  concurrence  of the  Depositor.  Upon  the
               written request of the Property Trustee, the Depositor shall join
               with  the  Property  Trustee  in  the  execution,   delivery  and
               performance of all instruments and agreements necessary or proper
               to effectuate  such  resignation  or removal.  A successor to any
               co-trustee  or  separate  trustee so  resigned  or removed may be
               appointed in the manner provided in this Section 809.
<PAGE>

                   (iv)   No co-trustee or separate trustee  hereunder  shall be
               personally  liable  by  reason  of  any  act or  omission  of the
               Property Trustee or any other trustee hereunder.

                    (v)   The Property Trustee  shall not be liable by reason of
               any act of a co-trustee or separate trustee.

                   (vi)   Any Act of Holders  delivered to the  Property Trustee
               shall be deemed to have been  delivered  to each such  co-trustee
               and separate trustee.

         Section 810.    Resignation and Removal; Appointment of Successor.

                  (a)     No  resignation  or   removal   of   any  Trustee (the
"Relevant Trustee") and no  appointment of  a successor Trustee pursuant to this
 ----------------
Article VIII shall become effective until  the  acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 811.

                  (b)     Subject  to  the  immediately preceding paragraph, the
Relevant Trustee may resign at any  time with respect to the Trust Securities by
giving  written  notice  thereof  to  the  Securityholders. If the instrument of
acceptance by the successor Trustee  required by Section 811 shall not have been
delivered to the Relevant Trustee  within  thirty  (30) days after the giving of
such notice of resignation, the Relevant Trustee may petition, at the expense of
the Depositor, any court  of  competent  jurisdiction  for  the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

                  (c)     Unless   a  Debenture  Event  of  Default  shall  have
occurred and be continuing, any Trustee may be removed at any time by Act of the
Common Securityholder.  If  a Debenture Event of Default shall have occurred and
be continuing,  the  Property  Trustee or the Delaware Trustee, or both of them,
may be  removed  at such time by Act of the Holders of a majority in Liquidation
Amount of  the  Preferred  Securities, delivered to the Relevant Trustee (in its
individual  capacity  and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

                  (d)     If  any  Trustee  shall  resign,  be removed or become
incapable of acting as Trustee, or if a vacancy shall occur in the office of any
Trustee for any cause, at a time when  no  Debenture Event of Default shall have
occurred and be continuing, the  Common  Securityholder,  by  Act  of the Common
Securityholder  delivered  to  the  retiring  Trustee,  shall promptly appoint a
successor Trustee  or  Trustees  with  respect  to  the Trust Securities and the
Trust, and the successor Trustee shall comply  with  the applicable requirements
of Section 811. If the Property Trustee or the Delaware Trustee shall resign, be
removed or become incapable of continuing to act  as the Property Trustee or the
Delaware  Trustee,  as  the  case  may  be,  at a time when a Debenture Event of
Default shall have occurred and is continuing, the Preferred Securityholders, by
Act of the Securityholders of a majority in  Liquidation Amount of the Preferred
Securities then Outstanding delivered to  the  retiring  Relevant Trustee, shall
promptly appoint a successor Relevant  Trustee  or  Trustees with respect to the
Trust Securities and the Trust, and such successor Trustee shall comply with the
applicable  requirements  of  Section 811.  If  an  Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time  when  a  Debenture Event of Default shall have occurred and be continuing,
the  Common  Securityholder, by Act of the Common Securityholder delivered to an

<PAGE>

Administrative  Trustee,  shall  promptly  appoint  a  successor  Administrative
Trustee or Administrative  Trustees with respect to the Trust Securities and the
Trust,  and such successor  Administrative  Trustee or  Administrative  Trustees
shall comply with the  applicable  requirements  of Section 811. If no successor
Relevant  Trustee  with  respect  to the  Trust  Securities  shall  have been so
appointed by the Common  Securityholder  or the  Preferred  Securityholders  and
accepted  appointment in the manner required by Section 811, any  Securityholder
who has been a  Securityholder  of Trust Securities on behalf of himself and all
others similarly situated may petition a court of competent jurisdiction for the
appointment Trustee with respect to the Trust Securities.

                  (e)     The   Property  Trustee  shall  give  notice  of  each
resignation  and each removal of a Trustee and each  appointment  of a successor
Trustee to all  Securityholders in the manner provided in Section 1008 and shall
give  notice  to the  Depositor.  Each  notice  shall  include  the  name of the
successor  Relevant  Trustee and the address of its Corporate Trust Office if it
is the Property Trustee.

                  (f)     Notwithstanding  the  foregoing or any other provision
of this Trust Agreement,  in the event any Administrative  Trustee or a Delaware
Trustee  who  is a  natural  person  dies  or  becomes,  in the  opinion  of the
Depositor,  incompetent  or  incapacitated,  the vacancy  created by such death,
incompetence  or incapacity  may be filled by (a) the unanimous act of remaining
Administrative  Trustees if there are at least two of them;  or (b) otherwise by
the Depositor  (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees set forth in Section 807).

         Section 811.    Acceptance of Appointment by Successor.

                  (a)     In  case  of  the appointment hereunder of a successor
Relevant  Trustee  with  respect  to the Trust  Securities  and the  Trust,  the
retiring  Relevant  Trustee and each successor  Relevant Trustee with respect to
the Trust Securities shall execute and deliver an instrument hereto wherein each
successor Relevant Trustee shall accept such appointment and which shall contain
such  provisions  as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Relevant Trustee all the rights,  powers,  trusts
and duties of the retiring Relevant Trustee with respect to the Trust Securities
and the  Trust  and upon the  execution  and  delivery  of such  instrument  the
resignation or removal of the retiring  Relevant  Trustee shall become effective
to the extent provided therein and each such successor Relevant Trustee, without
any further act,  deed or  conveyance,  shall become vested with all the rights,
powers,  trusts and duties of the retiring  Relevant Trustee with respect to the
Trust  Securities  and the Trust;  but, on request of the Trust or any successor
Relevant Trustee such retiring Relevant Trustee shall duly assign,  transfer and
deliver to such  successor  Relevant  Trustee all Trust  Property,  all proceeds
thereof and money held by such retiring  Relevant Trustee hereunder with respect
to the Trust Securities and the Trust.

                  (b)     Upon  request  of any such successor Relevant Trustee,
the Trust shall  execute any and all  instruments  for more fully and  certainly
vesting in and  confirming to such successor  Relevant  Trustee all such rights,
powers and trusts referred to in the  immediately  preceding  paragraph,  as the
case may be.

                  (c)     No   successor   Relevant   Trustee   shall accept its
appointment  unless  at the  time of such  acceptance  such  successor  Relevant
Trustee shall be qualified and eligible under this Article VIII.
<PAGE>

         Section 812.    Merger,  Conversion,  Consolidation   or  Succession to
Business.

         Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative  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  such  Relevant  Trustee  shall  be  a  party,  or  any
corporation  succeeding to all or substantially all the corporate trust business
of such  Relevant  Trustee,  shall be the  successor  of such  Relevant  Trustee
hereunder,  provided such Person shall be otherwise qualified and eligible under
this Article  VIII,  without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

         Section 813.    Preferential Collection of Claims Against  Depositor or
Trust.

         If and when the Property  Trustee or the Delaware  Trustee  shall be or
become a creditor of the  Depositor or the Trust (or any other  obligor upon the
Debentures  or the Trust  Securities),  the  Property  Trustee  or the  Delaware
Trustee,  as the case may be,  shall be subject  to and shall  take all  actions
necessary  in order to comply with the  provisions  of the Trust  Indenture  Act
regarding the  collection of claims  against the Depositor or Trust (or any such
other obligor).

         Section 814.    Reports by Property Trustee.

                  (a)     The   Property   Trustee   shall   transmit   to   the
Securityholders  such reports concerning the Property Trustee, its actions under
this  Trust  Agreement  and the  property  and  funds in its  possession  in its
capacity  as the  Property  Trustee  as may be  required  pursuant  to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

                  (b)     A  copy of each such report shall, at the time of such
transmission  to  Holders,  be filed by the  Property  Trustee  with the  Nasdaq
National Market or each national  securities exchange or other organization upon
which the Trust  Securities  are listed,  and also with the  Commission  and the
Depositor.

         Section 815.    Reports to the Property Trustee.

         The  Depositor and the  Administrative  Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust  Indenture Act (if any) and the  compliance
certificate  required by Section 314(a) of the Trust  Indenture Act in the form,
in the manner and at the times  required by Section  314 of the Trust  Indenture
Act.

         Section 816.    Evidence of Compliance with Conditions Precedent.

         Each of the Depositor and the Administrative  Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions  precedent,  if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section  314(c) of the Trust  Indenture  Act.
Any  certificate  or  opinion  required  to be given by an officer  pursuant  to
Section  314(c)(1) of the Trust  Indenture  Act shall be given in the form of an
Officers' Certificate.
<PAGE>

         Section 817.    Number of Trustees.

                  (a)     The  number  of  Trustees shall be five, provided that
the Common  Securityholder  by written  instrument  may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware Trustee
may be the same Person.

                  (b)     If an Administrative Trustee ceases to hold office for
any reason and the number of Administrative  Trustees is not reduced pursuant to
Section  817(a),  or if the number of Trustees is increased  pursuant to Section
817(a),  a vacancy  shall  occur.  The  vacancy  shall be filled  with a Trustee
appointed in accordance with Section 810.

                  (c)     The   death,    resignation,    retirement,   removal,
bankruptcy,  incompetence or incapacity to perform the duties of a Trustee shall
not  operate  to  annul  the  Trust.   Whenever  a  vacancy  in  the  number  of
Administrative  Trustees  shall  occur,  until  such  vacancy  is  filled by the
appointment  of an  Administrative  Trustee in accordance  with Section 810, the
Administrative   Trustees   in  office,   regardless   of  their   number   (and
notwithstanding  any other  provision  of this  Agreement),  shall  have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

         Section 818.    Delegation of Power.

                  (a)     Any  Administrative  Trustee may, by power of attorney
consistent with  applicable  law,  delegate to any other natural person over the
age  of 21  his  or her  power  for  the  purpose  of  executing  any  documents
contemplated in Section 207(a); and

                  (b)     The   Administrative  Trustees  shall  have  power  to
delegate from time to time to such of their number or to the Depositor the doing
of such things and the execution of such  instruments  either in the name of the
Trust  or  the  names  of  the  Administrative  Trustees  or  otherwise  as  the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust,  as set
forth herein.

         Section 819.    Voting.

         Except as otherwise  provided in this Trust  Agreement,  the consent or
approval of the Administrative Trustees shall require consent or approval by not
less than a majority of the Administrative Trustees,  unless there are only two,
in which case both must consent.

                                   ARTICLE IX
                       TERMINATION, LIQUIDATION AND MERGER

         Section 901.    Termination Upon Expiration Date.

         Unless earlier  dissolved,  the Trust shall  automatically  dissolve on
June 30, 2033 (the  "Expiration  Date"),  subject to  distribution  of the Trust
                     ----------------
Property in accordance with Section 904.
<PAGE>

         Section 902.    Early Termination.

         The  first  to  occur  of any  of the  following  events  is an  "Early
                                                                           -----
Termination Event:"
-----------------
                  (a)     the  occurrence of a Bankruptcy  Event in respect  of,
or the dissolution or liquidation of, the Depositor;

                  (b)     delivery  of written direction to the Property Trustee
by the Depositor at any time (which  direction is wholly optional and within the
discretion of the Depositor, subject to Depositor having received prior approval
of the Board of Governors  of the Federal  Reserve  System if so required  under
applicable  guidelines,  policies or regulations  thereof) to dissolve the Trust
and distribute the Debentures to  Securityholders  in exchange for the Preferred
Securities in accordance with Section 904;

                  (c)     the  redemption  of all of the Preferred Securities in
connection  with  the  redemption  of  all  of the  Debentures  (whether  upon a
Debenture Redemption Date or the maturity of the Debentures); and

                  (d)     an order for dissolution  of the Trust shall have been
entered by a court of competent jurisdiction.

         Section 903.    Termination.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued  hereby shall  terminate upon the latest to occur of
the following:  (a) the distribution by the Property Trustee to  Securityholders
upon  the  liquidation  of the  Trust  pursuant  to  Section  904,  or upon  the
redemption  of all of the Trust  Securities  pursuant  to  Section  402,  of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all  administrative  duties of the  Administrative  Trustees,  including  the
performance  of any tax reporting  obligations  with respect to the Trust or the
Securityholders;  and (d) the  filing of a  Certificate  of  Cancellation  by an
Administrative Trustee under the Delaware Business Trust Act.

         Section 904. Liquidation.

                  (a)     If  an  Early  Termination  Event  specified in clause
(a), (b), or (d) of Section 902 occurs or upon the  Expiration  Date,  the Trust
shall be liquidated by the Trustees as expeditiously  as the Trustees  determine
to  be  practicable  by  distributing,  after  satisfaction  of  liabilities  to
creditors of the Trust as provided by applicable law, to each  Securityholder  a
Like Amount of  Debentures,  subject to Section  904(d).  Notice of  liquidation
shall be given by the Property  Trustee by first-class  mail,  postage  prepaid,
mailed  not later  than  thirty  (30) nor more than sixty (60) days prior to the
Liquidation  Date to each Holder of Trust  Securities at such  Holder's  address
appearing in the Securities Register. All notices of liquidation shall:

                  (i)    state the Liquidation Date;

                  ii)    state  that from and after the  Liquidation  Date,  the
               Trust  Securities shall no longer be deemed to be Outstanding and
               any Trust  Securities  Certificates  not surrendered for exchange
               shall be deemed to represent a Like Amount of Debentures; and

                 (iii)   provide such information  with respect to the mechanics
               by which Holders may exchange Trust  Securities  Certificates for
               Debentures,  or, if Section 904(d) applies, receive a Liquidation
               Distribution,  as the  Administrative  Trustees  or the  Property
               Trustee shall deem appropriate.
<PAGE>

                  (b)     Except  where  Section  902(c)  or  904(d) applies, in
order to effect the liquidation of the Trust and  distribution of the Debentures
to Securityholders,  the Property Trustee shall establish a record date for such
distribution  (which  shall be not more  than 45 days  prior to the  Liquidation
Date) and,  either itself acting as exchange agent or through the appointment of
a separate  exchange  agent,  shall  establish such  procedures as it shall deem
appropriate  to effect  the  distribution  of  Debentures  in  exchange  for the
Outstanding Trust Securities Certificates.

                  (c)     Except  where  Section 902(c) or 904(d) applies, after
the Liquidation  Date, (i) the Trust  Securities shall no longer be deemed to be
Outstanding; (ii) certificates representing a Like Amount of Debentures shall be
issued to  holders  of Trust  Securities  Certificates  upon  surrender  of such
certificates to the Administrative  Trustees or their agent for exchange;  (iii)
the Depositor shall use its reasonable  efforts to have the Debentures  included
in the Nasdaq  National  Market or on such other  securities  exchange  or other
organization  as the Preferred  Securities  are then listed or traded;  (iv) any
Trust Securities Certificates not so surrendered for exchange shall be deemed to
represent a Like Amount of  Debentures,  accruing  interest at the rate provided
for in the Debentures  from the last  Distribution  Date on which a Distribution
was made on such Trust Securities  Certificates  until such  certificates are so
surrendered  (and until such  certificates  are so  surrendered,  no payments of
interest or principal shall be made to holders of Trust Securities  Certificates
with respect to such Debentures);  and (v) all rights of Securityholders holding
Trust  Securities  shall  cease,  except  the right of such  Securityholders  to
receive Debentures upon surrender of Trust Securities Certificates.

                  (d)     In   the   event   that,   notwithstanding  the  other
provisions  of this Section  904,  whether  because of an order for  dissolution
entered by a court of competent  jurisdiction or otherwise,  distribution of the
Debentures in the manner provided  herein is determined by the Property  Trustee
not to be practical, the Trust Property shall be liquidated, and the Trust shall
be dissolved,  wound up or terminated, by the Property Trustee in such manner as
the Property Trustee determines.  In such event, on the date of the dissolution,
winding up or other termination of the Trust,  Securityholders shall be entitled
to  receive  out of the  assets  of the  Trust  available  for  distribution  to
Securityholders,  after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the Liquidation  Amount per Trust
Security  plus  accumulated  and  unpaid  Distributions  thereon  to the date of
payment (such amount being the  "Liquidation  Distribution").  If, upon any such
                                 -------------------------
dissolution, winding up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient  assets available to pay in full
the aggregate  Liquidation  Distribution,  then,  subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon  Liquidation  Amounts,  subject to Section 407).
The Common Securityholder shall be entitled to receive Liquidation Distributions
upon any such  dissolution,  winding up or termination  pro rata  (determined as
aforesaid) with Preferred Securityholders,  except that, if a Debenture Event of
Default has occurred and is continuing,  the Preferred  Securities  shall have a
priority over the Common Securities.
<PAGE>

         Section 905.    Mergers,  Consolidations, Amalgamations or Replacements
of the Trust.

         The Trust may not merge with or into,  consolidate,  amalgamate,  or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially as an entirety to any corporation or other Person, except pursuant
to this  Section 905. At the request of the  Depositor,  with the consent of the
Administrative   Trustees   and   without   the   consent   of   the   Preferred
Securityholders,  the Property  Trustee or the Delaware  Trustee,  the Trust may
merge with or into, consolidate,  amalgamate, be replaced by or convey, transfer
or lease its  properties  and assets  substantially  as an  entirety  to a trust
organized as such under the laws of any state; provided, that (i) such successor
entity either (a)  expressly  assumes all of the  obligations  of the Trust with
respect  to the  Preferred  Securities,  or (b)  substitutes  for the  Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
                 --------------------
the  same  as  the  Preferred  Securities  rank  in  priority  with  respect  to
distributions and payments upon liquidation,  redemption and otherwise; (ii) the
Depositor  expressly  appoints a trustee  of such  successor  entity  possessing
substantially  the same powers and duties as the Property  Trustee as the holder
of the Debentures;  (iii) the Successor  Securities are listed or traded, or any
Successor Securities shall be listed or traded upon notification of issuance, on
any national  securities  exchange or other  organization on which the Preferred
Securities   are  then  listed,   if  any;  (iv)  such  merger,   consolidation,
amalgamation,  replacement,  conveyance,  transfer  or lease does not  adversely
affect the rights,  preferences and privileges of the Preferred  Securityholders
(including any Successor Securities) in any material respect; (v) such successor
entity has a purpose substantially identical to that of the Trust; (vi) prior to
such merger, consolidation,  amalgamation,  replacement, conveyance, transfer or
lease,  the  Depositor has received an Opinion of Counsel to the effect that (a)
such merger, consolidation,  amalgamation,  replacement, conveyance, transfer or
lease does not adversely  affect the rights,  preferences  and privileges of the
Preferred  Securityholders  (including any Successor Securities) in any material
respect,   and  (b)   following   such  merger,   consolidation,   amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity  shall be  required  to register  as an  "investment  company"  under the
Investment  Company  Act;  and  (vii)  the  Depositor  owns  all of  the  Common
Securities of such  successor  entity and  guarantees  the  obligations  of such
successor entity under the Successor  Securities at least to the extent provided
by  the  Guarantee,  the  Debentures,  this  Trust  Agreement  and  the  Expense
Agreement.  For purposes of this Section  905, any such  consolidation,  merger,
sale,  conveyance,  transfer or other  disposition  as a result of which (a) the
Company is not the surviving Person, and (b) the same Person is not both (i) the
primary  obligor in respect of the Debentures and (ii) the Guarantor  under that
certain  Preferred  Securities  Guarantee  Agreement of even date  herewith (the
"Guarantee")  between  the  Company  and Fifth  Third  Bank,  shall be deemed to
 ---------
constitute a replacement of the Trust by a successor  entity;  provided further,
that,  notwithstanding the foregoing, in the event that upon the consummation of
such a consolidation,  merger, sale, conveyance,  transfer or other disposition,
the parent company (if any) of the Company, or its successor,  is a bank holding
company  or  financial  holding  company  or  comparably   regulated   financial
institution,  such parent company shall  guarantee the  obligations of the Trust
(and any  successor  thereto)  under the  Preferred  Securities  (including  any
Successor  Securities)  at least to the extent  provided by the  Guarantee,  the
Debentures,  the Trust Agreement and the Expense Agreement.  Notwithstanding the
foregoing,  the Trust shall not,  except with the consent of the Holders of 100%
in  Liquidation  Amount of the Preferred  Securities,  consolidate,  amalgamate,
merge  with or  into,  or be  replaced  by or  convey,  transfer  or  lease  its
properties and assets substantially as an entirety to any other Person or permit
any other Person to consolidate,  amalgamate,  merge with or into, or replace it
if such consolidation, amalgamation, merger or replacement would cause the Trust
or the  successor  entity to be  classified  as other  than a grantor  trust for
United States federal income tax purposes.
<PAGE>

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

         Section 1001.   Limitation of Rights of Securityholders.

         The death or incapacity of any Person having an interest, beneficial or
otherwise,  in Trust  Securities  shall not  operate  to  terminate  this  Trust
Agreement,  nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any  proceeding  in any court for a partition or winding up of the  arrangements
contemplated   hereby,   nor  otherwise  affect  the  rights,   obligations  and
liabilities of the parties hereto or any of them.

         Section 1002.   Amendment.

                  (a)     This  Trust Agreement may be amended from time to time
by the Trustees and the Depositor,  without the consent of any  Securityholders,
(i) as provided in Section 811 with respect to  acceptance of  appointment  by a
successor  Trustee;  (ii) to cure  any  ambiguity,  correct  or  supplement  any
provision  herein or therein which may be inconsistent  with any other provision
herein or therein,  or to make any other  provisions  with respect to matters or
questions  arising under this Trust  Agreement,  that shall not be  inconsistent
with the other provisions of this Trust Agreement; (iii) to modify, eliminate or
add to any  provisions  of this  Trust  Agreement  to such  extent  as  shall be
necessary to ensure that the Trust shall be classified for United States federal
income tax  purposes as a grantor  trust at all times that any Trust  Securities
are Outstanding or to ensure that the Trust shall not be required to register as
an "investment  company" under the Investment  Company Act; or (iv) to reduce or
increase  the  Liquidation  Amount  per Trust  Security  and  simultaneously  to
increase or decrease  correspondingly  the number of Trust Securities issued and
Outstanding  solely  for the  purpose  of  maintaining  the  eligibility  of the
Preferred  Securities  for  quotation  or  listing  on any  national  securities
exchange  or other  organization  on which  the  Preferred  Securities  are then
included,  quoted or listed  (including,  if  applicable,  the  Nasdaq  National
Market);  provided,  however, that in the case of clause (ii), such action shall
not   adversely   affect  in  any   material   respect  the   interests  of  any
Securityholder;  and  provided  further,  that in the case of clause  (iv),  the
aggregate Liquidation Amount of the Trust Securities Outstanding upon completion
of any such  reduction must be the same as the aggregate  Liquidation  Amount of
the  Trust  Securities  Outstanding  immediately  prior  to  such  reduction  or
increase.  Any amendments of this Trust  Agreement  shall become  effective when
notice thereof is given to the  Securityholders  or, in the case of an amendment
pursuant to clause (iv), as of the date specified in the notice.

                  (b)     Except  as  provided  in  Section  601(c)  or  Section
1002(c)  hereof,  any  provision of this Trust  Agreement  may be amended by the
Trustees  and  the  Depositor  (i)  with  the  consent  of  the  Securityholders
representing  not less than a majority (based upon  Liquidation  Amounts) of the
Trust Securities then  Outstanding;  and (ii) upon receipt by the Trustees of an
Opinion of Counsel to the effect  that such  amendment  or the  exercise  of any
power granted to the Trustees in accordance with such amendment shall not affect
the  Trust's  status as a grantor  trust for United  States  federal  income tax
purposes or the Trust's  exemption from status of an "investment  company" under
the Investment Company Act.
<PAGE>

                  (c)     In  addition  to   and   notwithstanding   any   other
provision  in this  Trust  Agreement,  without  the  consent  of  each  affected
Securityholder  (such consent being  obtained in accordance  with Section 603 or
606 hereof), this Trust Agreement may not be amended to (i) change the amount or
timing of any Distribution on the Trust Securities or otherwise adversely affect
the  amount of any  Distribution  required  to be made in  respect  of the Trust
Securities   as  of  a  specified   date;  or  (ii)  restrict  the  right  of  a
Securityholder  to institute suit for the  enforcement of any such payment on or
after  such  date;  notwithstanding  any other  provision  herein,  without  the
unanimous  consent  of the  Securityholders  (such  consent  being  obtained  in
accordance  with Section 603 or 606 hereof),  this paragraph (c) of this Section
1002 may not be amended.

                  (d)     Notwithstanding   any   other provisions of this Trust
Agreement, no Trustee shall enter into or consent to any amendment to this Trust
Agreement  which  would  cause  the  Trust to fail or cease to  qualify  for the
exemption  from status of an "investment  company" under the Investment  Company
Act or to fail or cease to be  classified  as a grantor  trust for United States
federal income tax purposes.

                  (e)     Notwithstanding  anything  in  this Trust Agreement to
the contrary, without the consent of the Depositor, this Trust Agreement may not
be amended in a manner which imposes any additional obligation on the Depositor.

                  (f)     In  the   event   that   any  amendment  to this Trust
Agreement is made, the  Administrative  Trustees  shall promptly  provide to the
Depositor a copy of such amendment.

                  (g)     Neither  the Property Trustee nor the Delaware Trustee
shall be  required to enter into any  amendment  to this Trust  Agreement  which
affects its own rights,  duties or immunities  under this Trust  Agreement.  The
Property  Trustee  shall be  entitled  to receive  an Opinion of Counsel  and an
Officers'  Certificate  stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement.

         Section 1003.   Separability.

         In  case  any  provision  in  this  Trust  Agreement  or in  the  Trust
Securities  Certificates  shall  be  invalid,  illegal  or  unenforceable,   the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

         Section 1004.   Governing Law.

         THIS TRUST  AGREEMENT  AND THE RIGHTS  AND  OBLIGATIONS  OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST  SECURITIES  SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE  STATE OF  DELAWARE  (WITHOUT  REGARD  TO ITS  CONFLICT  OF LAWS
PRINCIPLES).

         Section 1005.   Payments Due on Non-Business Day.

         If the date fixed for any payment on any Trust  Security shall be a day
that is not a Business  Day, then such payment need not be made on such date but
may be made on the next  succeeding  day which is a  Business  Day with the same
force and  effect  as though  made on the date  fixed for such  payment,  and no
distribution shall accumulate thereon for the period after such date.
<PAGE>

         Section 1006.   Successors.

         This  Trust  Agreement  shall be  binding  upon and shall  inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee(s),
including  any  successor  by  operation  of law.  Except in  connection  with a
consolidation,  merger or sale involving the Depositor  that is permitted  under
Article  XII of the  Indenture  and  pursuant  to which the  assignee  agrees in
writing to perform the Depositor's  obligations  hereunder,  the Depositor shall
not assign its obligations hereunder.

         Section 1007.   Headings.

         The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

         Section 1008.   Reports, Notices and Demands.

         Any  report,  notice,  demand  or  other  communication  which  by  any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission,  in each case, addressed, (a) in the case of
a  Preferred   Securityholder,   to  such  Preferred   Securityholder   as  such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to First Banks, Inc.,
600 James S. McDonnell Boulevard,  Hazelwood,  Missouri 63042, Attention:  Chief
Financial  Officer,  facsimile  no.:  (314)  592-6621.  Any notice to  Preferred
Securityholders  shall  also be given to such  owners as have,  within two years
preceding the giving of such notice,  filed their names and  addresses  with the
Property Trustee for that purpose. Such notice, demand or other communication to
or upon a  Securityholder  shall be deemed to have  been  sufficiently  given or
made, for all purposes, upon hand delivery, mailing or transmission.

         Any notice,  demand or other  communication  which by any  provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing  addressed (until another address is published by the Trust) as follows:
(a) with  respect  to the  Property  Trustee  to Fifth  Third  Bank,  1209 North
Milwaukee  Ave.,  Chicago,  IL, 60622,  Attention:  Ms.  Sheetal Shah;  (b) with
respect to the Delaware  Trustee,  to Wilmington  Trust  Company,  Rodney Square
North, 1100 North Market Street,  Wilmington,  Delaware  19890-0001,  Attention:
Corporate  Trust  Administration;  and (c) with  respect  to the  Administrative
Trustees,  to them at the  address  above for notices to the  Depositor,  marked
"Attention:  Administrative  Trustees of First Preferred Capital Trust IV." Such
notice,  demand  or other  communication  to or upon the  Trust or the  Property
Trustee shall be deemed to have been sufficiently given or made only upon actual
receipt  of the  writing by the Trust or the  Property  Trustee.

         Section 1009.   Agreement Not to Petition.

         Each of the  Trustees and the  Depositor  agrees for the benefit of the
Securityholders  that,  until at least  one year and one day after the Trust has
been  terminated in accordance  with Article IX, they shall not file, or join in
the filing of, a petition  against the Trust under any  bankruptcy,  insolvency,
reorganization or other similar law (including,  without limitation,  the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
                                                            ---------------
otherwise join in the commencement of any proceeding against the Trust under any

<PAGE>

Bankruptcy  Law. In the event the Depositor or any of the Trustees  takes action
in violation of this Section 1009, the Property Trustee agrees,  for the benefit
of Securityholders, that at the expense of the Depositor (which expense shall be
paid prior to the filing),  it shall file an answer with the bankruptcy court or
otherwise  properly contest the filing of such petition by the Depositor or such
Trustee  against  the Trust or the  commencement  of such  action  and raise the
defense  that the  Depositor  or such  Trustee has agreed in writing not to take
such action and should be stopped and  precluded  therefrom.  The  provisions of
this Section 1009 shall survive the termination of this Trust Agreement.

         Section 1010.   Trust Indenture Act; Conflict with Trust Indenture Act.

                  (a)     This  Trust  Agreement is subject to the provisions of
the Trust Indenture Act that are required to be part of this Trust Agreement and
shall, to the extent applicable, be governed by such provisions.

                  (b)     The  Property  Trustee shall be the only Trustee which
is a trustee for the purposes of the Trust Indenture Act.

                  (c)     If  any   provision   hereof   limits,  qualifies   or
conflicts with another provision hereof which is required to be included in this
Trust  Agreement  by any of the  provisions  of the Trust  Indenture  Act,  such
required  provision  shall  control.  If any  provision of this Trust  Agreement
modifies or excludes any  provision of the Trust  Indenture  Act which may be so
modified  or  excluded,  the latter  provision  shall be deemed to apply to this
Trust Agreement as so modified or to be excluded, as the case may be.

                  (d)     The  application  of  the  Trust Indenture Act to this
Trust  Agreement  shall  not  affect  the  nature  of the  Securities  as equity
securities  representing  undivided  beneficial  interests  in the assets of the
Trust.

         Section 1011.   Acceptance of Terms of Trust Agreement,  Guarantee  and
Indenture.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST  THEREIN
BY OR ON  BEHALF  OF A  SECURITYHOLDER  OR ANY  BENEFICIAL  OWNER,  WITHOUT  ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL  INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST  AGREEMENT AND
AGREEMENT TO THE  SUBORDINATION  PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE  INDENTURE,   AND  SHALL  CONSTITUTE  THE  AGREEMENT  OF  THE  TRUST,   SUCH
SECURITYHOLDER  AND SUCH  OTHERS  THAT THE TERMS AND  PROVISIONS  OF THIS  TRUST
AGREEMENT  SHALL BE BINDING,  OPERATIVE  AND  EFFECTIVE AS BETWEEN THE TRUST AND
SUCH  SECURITYHOLDER  AND  SUCH  OTHERS.  WITHOUT  LIMITING  THE  FOREGOING,  BY
ACCEPTANCE OF A PREFERRED  SECURITY,  EACH INITIAL AND SUBSEQUENT HOLDER THEREOF
SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL FINANCIAL ACCOUNTING AND UNITED
STATES  FEDERAL  INCOME TAX  PURPOSES,  THE  DEBENTURES AS  INDEBTEDNESS  OF THE
COMPANY AND THE  PREFERRED  SECURITIES  AS  EVIDENCING  AN UNDIVIDED  BENEFICIAL
OWNERSHIP INTEREST IN THE DEBENTURES.

         [The remainder of this page has been left blank intentionally]



<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Trust Agreement to be duly executed as of the day and year
first above written.

                            FIRST BANKS, INC.


                            By:
                               -------------------------------------------------

                            Its:
                                ------------------------------------------------



                            FIFTH THIRD BANK,
                            as Property Trustee


                            By:
                                ------------------------------------------------
                            Its:
                                ------------------------------------------------



                            WILMINGTON TRUST COMPANY,
                            as Delaware Trustee


                            By:
                               -------------------------------------------------
                            Its:
                                ------------------------------------------------



                            ----------------------------------------------------
                            Allen H. Blake, as Administrative Trustee



                            ----------------------------------------------------
                            TERRANCE M. MCCARTHY, as Administrative Trustee



                            ----------------------------------------------------
                             Lisa K. Vansickle, as Administrative Trustee



<PAGE>


                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                        FIRST PREFERRED CAPITAL TRUST IV


         THIS  CERTIFICATE  OF TRUST OF FIRST  PREFERRED  CAPITAL  TRUST IV (the
"Trust"),  dated as of __________ ___, 2003, is being duly executed and filed by
Wilmington Trust Company, a Delaware banking  corporation,  and  ______________,
________________ and  __________________,  each an individual,  as trustees,  to
form a statutory trust under the Delaware  Statutory Trust Act (12 Delaware Code
Section 3801 et seq.).

1.      NAME. The  name  of the statutory trust formed hereby is First Preferred
Capital Trust IV.

2.      DELAWARE  TRUSTEE.  The  name  and  business   address of the trustee of
the Trust in the State of Delaware is Wilmington  Trust  Company,  Rodney Square
North, 1100 North Market Street,  Wilmington,  Delaware  19890-0001,  Attention:
Corporate Trust Department.

3.      EFFECTIVE DATE. This Certificate of Trust shall be effective on ________
___, 2003.

         IN WITNESS  WHEREOF,  the undersigned have executed this Certificate of
Trust as of the date first above written,  in accordance with Section 3811(a) of
the Delaware Statutory Trust Act.



                                 WILMINGTON TRUST COMPANY, as Trustee


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                 _______________________________________________

                                 _______________________, as Trustee


                                 _______________________________________________

                                 _______________________, as Trustee


                                 _______________________________________________

                                 ________________________, as Trustee

<PAGE>




                                    EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                            EXCEPT IN COMPLIANCE WITH
                       SECTION 510 OF THE TRUST AGREEMENT

CERTIFICATE NUMBER _________                 NUMBER OF COMMON SECURITIES_______.

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                        FIRST PREFERRED CAPITAL TRUST IV

                                COMMON SECURITIES
                   LIQUIDATION AMOUNT $25 PER COMMON SECURITY

         FIRST  PREFERRED  CAPITAL TRUST IV, a statutory trust created under the
laws of the State of Delaware (the "Trust"),  hereby certifies that FIRST BANKS,
                                    -----
INC.   (the   "Holder")  is  the   registered   owner  of   ____________________
               ------
(___________)  common securities of the Trust representing  undivided beneficial
interests in the assets of the Trust and designated the _____% Common Securities
(liquidation  amount $25 per Common  Security)  (the  "Common  Securities").  In
                                                       ------------------
accordance  with  Section 510 of the Trust  Agreement  (as defined  below),  the
Common Securities are not transferable, and any attempted transfer hereof (other
than a transfer in compliance with Section 510 of the Trust  Agreement) shall be
void. The designations, rights, privileges, restrictions, preferences, and other
terms and  provisions  of the  Common  Securities  are set  forth  in,  and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of _____________  _____, 2003, as the same
may be  amended  from  time to  time  (the  "Trust  Agreement"),  including  the
                                             ----------------
designation  of the terms of the Common  Securities  as set forth  therein.  The
Trust shall furnish a copy of the Trust  Agreement to the Holder  without charge
upon  written  request  to the  Trust  at its  principal  place of  business  or
registered office.

         Upon  receipt  of this  certificate,  the  Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ____ day of ____________, 2003.



                                FIRST PREFERRED CAPITAL TRUST IV


                                By:
                                    --------------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------

<PAGE>

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT AS TO EXPENSES AND LIABILITIES  (this  "Agreement")  dated as
                                                           ---------
of_______________  _____, 2003 between FIRST BANKS, INC., a Missouri corporation
("First  Banks"),  and FIRST  PREFERRED  CAPITAL TRUST IV, a Delaware  statutory
  ------------
trust (the "Trust").
            -----

                                    RECITALS

         WHEREAS,  the Trust intends to issue its common securities (the "Common
                                                                          ------
Securities") to, and  receive ____%  Subordinated  Debentures (the "Debentures")
----------                                                          ----------
from, First Banks and  to issue and sell up to 1,600,000  ____% Cumulative Trust
Preferred    Securities   (the  "Preferred Securities")   with    such   powers,
                                 --------------------
preferences and special rights and restrictions as are set forth in the  Amended
and  Restated Trust Agreement of the Trust dated as of _______ ___, 2003, as the
 same may be amended from time to time (the "Trust Agreement");
                                             ---------------
         WHEREAS, First Banks shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debentures;

         NOW, THEREFORE,  in consideration of the purchase by each holder of the
Preferred  Securities,  which  purchase  First Banks hereby agrees shall benefit
First  Banks  and  which  purchase  First  Banks  acknowledges  shall be made in
reliance  upon the  execution  and  delivery  of this  Agreement,  First  Banks,
including  in its  capacity  as holder of the Common  Securities,  and the Trust
hereby agree as follows:

                                    ARTICLE I

Section 1.1.             Guarantee by First Banks.

         Subject to the terms and conditions hereof,  First Banks,  including in
its  capacity  as  holder  of the  Common  Securities,  hereby  irrevocably  and
unconditionally  guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
                                           -------------
and as  due,  of any  and  all  Obligations  (as  hereinafter  defined)  to such
Beneficiaries.  As used  herein,  "Obligations"  means any  costs,  expenses  or
                                   -----------
liabilities  of the  Trust  other  than  obligations  of the Trust to pay to the
holders of any Preferred  Securities or other similar interests in the Trust the
amounts due such holders  pursuant to the terms of the  Preferred  Securities or
such other similar interests,  as the case may be. This Agreement 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 1.2.             Term of Agreement.

         This  Agreement  shall  terminate and be of no further force and effect
upon  the  later  of (a) the date on which  full  payment  has been  made of all
amounts  payable to all holders of all the  Preferred  Securities  (whether upon
redemption, liquidation, exchange or otherwise); and (b) the date on which there
are no Beneficiaries  remaining;  provided,  however,  that this Agreement shall
continue to be effective or shall be  reinstated,  as the case may be, if at any
time any holder of the  Preferred  Securities  or any  Beneficiary  must restore
payment of any sums paid under the Preferred Securities, under any obligation

<PAGE>

under the Preferred Securities Guarantee Agreement dated the date hereof by
First Banks and Wilmington Trust Company as guarantee trustee, or under this
Agreement for any reason whatsoever. This Agreement is continuing, irrevocable,
unconditional and absolute.

Section 1.3.             Waiver of Notice.

         First Banks hereby waives notice of acceptance of this Agreement and of
any  obligation to which it applies or may apply,  and First Banks hereby waives
presentment,  demand  for  payment,  protest,  notice of  nonpayment,  notice of
dishonor, notice of redemption and all other notices and demands.

Section 1.4.             No Impairment.

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

                  (a)     the  extension of time for the payment by the Trust of
all or any  portion  of the  Obligations  or for the  performance  of any  other
obligation under, arising out of, or in connection with, the Obligations;

                  (b)     any  failure, omission, delay  or lack of diligence on
the  part of the  Beneficiaries  to  enforce,  assert  or  exercise  any  right,
privilege,  power or remedy conferred on the  Beneficiaries  with respect to the
Obligations  or any  action  on the part of the  Trust  granting  indulgence  or
extension of any kind; or

                  (c)     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 Trust or any of the assets of the Trust.

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

Section 1.5.             Enforcement.

         A Beneficiary may enforce this Agreement  directly against First Banks,
and First Banks waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding  against First
Banks.

                                   ARTICLE II

Section 2.1.             Binding Effect.

         All guarantees and  agreements  contained in this Agreement  shall bind
the successors,  assigns, receivers, trustees and representatives of First Banks
and shall inure to the benefit of the Beneficiaries.
<PAGE>

Section 2.2.             Amendment.

         So long as there remains any Beneficiary or any Preferred Securities of
any series are  outstanding,  this Agreement shall not be modified or amended in
any  manner  adverse to such  Beneficiary  or to the  holders  of the  Preferred
Securities.

Section 2.3.             Notices.

         Any notice,  request or other communication required or permitted to be
given  hereunder  shall be given in writing by delivering  the same by facsimile
transmission  (confirmed by mail),  telex,  or by registered or certified  mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

         First Preferred Capital Trust IV
         c/o First Banks, Inc.
         600 James S. McDonnell Boulevard
         Mail Code 014
         Hazelwood, Missouri  63042
         Facsimile No.:  (314) 592-6621
         Attention:  Chief Financial Officer

         First Banks, Inc.
         600 James S. McDonnell Boulevard
         Mail Code 014
         Hazelwood, Missouri  63042
         Facsimile No.:  (314) 592-6621
         Attention:  Chief Financial Officer

Section 2.4.             Governing Law.

         This  Agreement  shall be governed by and construed and  interpreted in
accordance with the laws of the State of Missouri (without regard to conflict of
laws principles).

         IN WITNESS  WHEREOF,  this Agreement is executed as of the day and year
first above written.

                                  FIRST BANKS, INC.


                                  By:
                                     -------------------------------------------
                                  Its:
                                      ------------------------------------------


                                  FIRST PREFERRED CAPITAL TRUST IV


                                  By:
                                     -------------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title: Administrative Trustee


<PAGE>


                                    EXHIBIT D

Certificate Number                      Number of Preferred Securities ________
       P

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                        FIRST PREFERRED CAPITAL TRUST IV

                   ____% CUMULATIVE TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

                            CUSIP NO. ______________

         FIRST  PREFERRED  CAPITAL TRUST IV, a statutory trust created under the
laws  of  the  State  of  Delaware  (the   "Trust"),   hereby   certifies   that
                                            -----
________________  (the  "Holder")  is the  registered  owner of _____  preferred
                         ------
securities  of the Trust  representing  undivided  beneficial  interests  in the
assets  of the  Trust  and  designated  the  ____%  Cumulative  Trust  Preferred
Securities  (Liquidation  Amount $25 per  Preferred  Security)  (the  "Preferred
                                                                       ---------
Securities"). The Preferred Securities are transferable on the books and records
----------
of the Trust, in person or by a duly authorized attorney, upon surrender of this
Certificate duly endorsed and in proper form for transfer as provided in Section
504 of the Trust  Agreement  (as  defined  herein).  The  designations,  rights,
privileges,  restrictions,  preferences,  and other terms and  provisions of the
Preferred  Securities are set forth in, and this  Certificate  and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and  provisions  of, the Amended and Restated  Trust  Agreement of the
Trust dated as of _____________ ____, 2003, as the same may be amended from time
to time (the  "Trust  Agreement"),  including  the  designation  of the terms of
               ----------------
Preferred  Securities  as set  forth  therein.  The  Holder is  entitled  to the
benefits of the Preferred  Securities  Guarantee Agreement entered into by First
Banks, Inc., a Missouri corporation, and Fifth Third Bank, as guarantee trustee,
dated  as of  ________________  ___,  2003,  (the  "Guarantee"),  to the  extent
                                                    ---------
provided therein.  The Trust shall furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written  request to the Trust at its
principal place of business or registered office.

         Upon  receipt  of this  Certificate,  the  Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         Unless the Certificate of Authentication  has been manually executed by
the Authentication Agent, this Certificate is not valid or effective.



<PAGE>


         IN  WITNESS  WHEREOF,  the  Administrative  Trustees  of the Trust have
executed this certificate this ______ day of _____________, 2003.

Dated:  _________________, 2003               FIRST PREFERRED CAPITAL TRUST IV


CERTIFICATE OF AUTHENTICATION                 By:-------------------------------
         This is one of the ____%                       Trustee
Cumulative Trust Preferred
Securities referred to in the
within-mentioned Trust Agreement.

FIFTH THIRD BANK,                             By:-------------------------------
as Authentication Agent and Registrar                   Trustee

                                              By:-------------------------------
                                                        Trustee
By:--------------------------------------
            Authorized Signature




<PAGE>


                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

Unless this  certificate  is presented by an  authorized  representative  of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
                                                   ---
for registration of transfer,  exchange,  or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized  representative  of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.



<PAGE>


                        [FORM OF REVERSE OF CERTIFICATE]

The Trust will  furnish  without  charge to any  registered  owner of  Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to First Preferred Capital Trust
IV, c/o First Banks,  Inc.,  600 James S.  McDonnell  Boulevard,  Mail Code 014,
Hazelwood,  Missouri  63042,  Facsimile  No.: (314) 592-6621 or to the Registrar
named on the face of this Certificate.

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM    -as tenants in common     UNIF GIFT MIN ACT  -......Custodian........
                                                         (Cust)          (Minor)
TEN ENT    -as tenants by the                             under Uniform Gifts to
            entireties                                    Minors Act............
                                                                         (State)
JT TEN     -as joint tenants          UNIF TRF MIN ACT  -......Custodian
            with right of                                (until age)............
            survivorship and
            not as tenants in                            ......... Under Uniform
            common                                       (Minor)
                                                         Transfers to Minors
                                                         Act....................
                                                                 (State)
TOD        -transfer on death
            direction in event owner's
            death, to person named on
            face and subject to TOD
            rules referenced


         Additional abbreviations may also be used though not in the above list.

         FOR VALUE RECEIVED,  the undersigned  hereby sell,  assign and transfer
unto:
      --------------------------------------------------------------------------
(Please insert Social Security or other identifying number of assignee)

 -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

--------------------------------------------------------------------------------
Preferred Securities represented by the within Certificate,  and  do(es)  hereby
irrevocably constitute and appoint
                                   ---------------------------------------------
attorney  to  transfer  the  said  Preferred  Securities  on  the  books  of the
within-named Trust with full power of substitution in the premises.

Dated:
      --------------------------------------
Signature:
           ---------------------------------

NOTICE:  THE  SIGNATURE  TO THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,   WITHOUT
ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

--------------------------------------------------------------------------------
THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE  GUARANTEE  PROGRAM),  PURSUANT TO
S.E.C. RULE 17Ad-15.


<PAGE>

                                                                  Exhibit 10.24

                         1,600,000 Preferred Securities
                        First Preferred Capital Trust IV

                   8.15% Cumulative Trust Preferred Securities
              (Liquidation Amount of $25.00 per Preferred Security)

                             UNDERWRITING AGREEMENT

                                                                  March 26, 2003

STIFEL, NICOLAUS & COMPANY, INCORPORATED
One Financial Plaza
501 North Broadway, 9th Floor
St. Louis, Missouri 63102

FAHNESTOCK & CO. INC.
125 Broad Street
New York, New York 10004

As Representatives of the Several Underwriters
named in Schedule I hereto

Dear Sirs:

                  First Banks, Inc., a Missouri corporation (the "Company"), and
                                                                  -------
its financing subsidiary, First Preferred Capital Trust IV, a Delaware statutory
trust (the "Trust," and hereinafter  together with the Company, the "Offerors"),
            -----                                                    --------
propose  that the Trust  issue and sell to the  several  underwriters  listed on
Schedule I hereto (the "Underwriters"), pursuant to the terms of this Agreement,
                        ------------
1,600,000 of the Trust's 8.15%  Cumulative  Trust Preferred  Securities,  with a
liquidation   amount  of  $25.00  per   preferred   security   (the   "Preferred
Securities"),  to be issued under the Trust Agreement (as hereinafter  defined),
the terms of which are more fully  described in the Prospectus  (as  hereinafter
defined).  The aforementioned  1,600,000 Preferred  Securities to be sold to the
Underwriters are herein called the "Firm Preferred  Securities."  Solely for the
                                    --------------------------
purpose  of  covering   over-allotments  in  the  sale  of  the  Firm  Preferred
Securities,  the Offerors  further  propose that the Trust issue and sell to the
Underwriters,  at their option, up to an additional 240,000 Preferred Securities
(the "Option Preferred  Securities") upon exercise of the over-allotment  option
      ----------------------------
granted  in  Section 1 hereof.  The Firm  Preferred  Securities  and any  Option
Preferred  Securities  are herein  collectively  referred to as the  "Designated
Preferred Securities." Stifel, Nicolaus & Company, Incorporated and Fahnestock &
Co. Inc. are acting jointly as  representatives  of the Underwriters and in such
capacity are sometimes herein referred to as the "Representatives."

                  The Offerors  hereby  confirm as follows their  agreement with
each of the  Underwriters  in  connection  with  the  proposed  purchase  of the
Designated Preferred Securities.

         1.       Sale,   Purchase   and   Delivery   of   Designated  Preferred
                  --------------------------------------------------------------
Securities; Description of Designated Preferred Securities.
----------------------------------------------------------

                  (a)  On  the  basis  of the  representations,  warranties  and
agreements herein contained,  and subject to the terms and conditions herein set
forth,  the Offerors hereby agree that the Trust shall issue and sell to each of

<PAGE>

the Underwriters and each of the Underwriters agrees, severally and not jointly,
to  purchase  from the  Trust,  at a  purchase  price of $25.00  per share  (the
"Purchase Price"),  the respective number of Firm Preferred Securities set forth
 --------------
opposite the name of such Underwriter in Schedule I hereto. Because the proceeds
from the sale of the Firm Preferred Securities will be used to purchase from the
Company  its  Debentures  (as  hereinafter  defined  and  as  described  in  the
Prospectus),  the Company shall pay to each  Underwriter a commission of $0.8125
per  Firm  Preferred   Security   purchased  (the  "Firm  Preferred   Securities
                                                    ----------------------------
Commission").  The Representatives may by notice to the Company amend Schedule I
----------
to add, eliminate or substitute names set forth therein (other than to eliminate
the name of the  Representatives)  and to amend  the  number  of Firm  Preferred
Securities to be purchased by any firm or corporation  listed thereon,  provided
that the total number of Firm  Preferred  Securities  listed on Schedule I shall
equal 1,600,000.

                  In addition,  on the basis of the representations,  warranties
and agreements  herein contained and subject to the terms and conditions  herein
set  forth,  the Trust  hereby  grants to the  Underwriters,  severally  and not
jointly,  an  option  to  purchase  all or any  portion  of the  240,000  Option
Preferred  Securities,  and upon the exercise of such option in accordance  with
this Section 1, the Offerors hereby agree that the Trust shall issue and sell to
the  Underwriters,  severally and not jointly,  all or any portion of the Option
Preferred  Securities  at the same  Purchase  Price per share  paid for the Firm
Preferred  Securities.  If any Option Preferred  Securities are to be purchased,
each Underwriter,  severally and not jointly,  agrees to purchase from the Trust
that proportion  (subject to adjustment as the  Representatives may determine to
avoid  fractional  shares) of the number of Option  Preferred  Securities  to be
purchased  that the number of Firm  Preferred  Securities set forth opposite the
name of such  Underwriter in Schedule I hereto (or such number  increased as set
forth in Section 9 hereof)  bears to  1,600,000.  Because the proceeds  from the
sale of the  Option  Preferred  Securities  will be used to  purchase  from  the
Company its Debentures,  the Company shall pay to the  Underwriters a commission
of $0.8125 per Option  Preferred  Security  for each Option  Preferred  Security
purchased  (the "Option  Preferred  Securities  Commission").  The option hereby
                 -----------------------------------------
granted (the  "Option")  shall expire thirty (30) days after the Effective  Date
               ------
(as defined  herein) and may be exercised  only for the purpose of covering over
allotments which may be made in connection with the offering and distribution of
the Firm Preferred  Securities.  The Option may be exercised in whole or in part
at any time (but not more than once) by you giving notice (confirmed in writing)
to the  Company  and the  Trust  setting  forth the  number of Option  Preferred
Securities as to which the  Underwriters are exercising the Option and the time,
date and  place  for  payment  and  delivery  of  certificates  for such  Option
Preferred Securities.  Such time and date of payment and delivery for the Option
Preferred Securities (the "Option Closing Date") shall be determined by you, but
                           -------------------
shall not be earlier than two nor later than five full  business  days after the
exercise  of such  Option,  nor in any  event  prior  to the  Closing  Date  (as
hereinafter  defined).  The Option  Closing  Date may be the same as the Closing
Date.

                  Payment  of  the  Purchase   Price  and  the  Firm   Preferred
Securities  Commission  and  delivery  of  certificates  for the Firm  Preferred
Securities  shall  be  made  at the  offices  of  Stifel,  Nicolaus  &  Company,
Incorporated,  One Financial Plaza, 501 North Broadway,  Ninth Floor, St. Louis,
Missouri  63102,  or such  other  place  as shall  be  agreed  to by you and the
Offerors,  at 10:00 a.m., St. Louis time, on the third (or, if permitted by Rule
15c6-1(c) of the  Securities  Exchange Act of 1934, as amended (the "1934 Act"),
                                                                     --------
not later than 12:00 p.m. on the fourth) full business day following the date of
this Agreement (the "Closing Date"),  or unless postponed in accordance with the
                     ------------
provisions of Section 9. If the Underwriters exercise the Option to purchase any
or all of the Option  Preferred  Securities,  payment of the Purchase  Price and

<PAGE>

Option  Preferred  Securities  Commission and delivery of certificates  for such
Option  Preferred  Securities  shall be made on the Option  Closing  Date at the
offices of Stifel,  Nicolaus & Company,  Incorporated,  One Financial Plaza, 501
North Broadway,  Ninth Floor, St. Louis,  Missouri 63102, or at such other place
as the  Offerors  and you shall  determine.  Such  payments  shall be made to an
account  designated  by the Trust by wire  transfer  of same-day  funds,  in the
amount of the Purchase Price therefor,  against  delivery by or on behalf of the
Trust  to you  for  the  respective  accounts  of the  several  Underwriters  of
certificates  for the  Designated  Preferred  Securities  to be purchased by the
Underwriters.  Delivery of the  Designated  Preferred  Securities may be made by
credit  through  full FAST  transfer  to the  accounts at The  Depository  Trust
Company  ("DTC")  designated by the  Representatives.  The Designated  Preferred
           ---
Securities  shall be  represented  in the form of one or more  fully  registered
global  securities in book-entry  form  registered in the name of the nominee of
DTC.

                  Time shall be of the essence, and delivery of the certificates
for the Designated Preferred Securities at the time and place specified pursuant
to this Agreement is a further  condition of the obligations of each Underwriter
hereunder.

                  (b) The Offerors  propose that the Trust issue the  Designated
Preferred  Securities  pursuant to an Amended and Restated Trust Agreement among
Fifth Third Bank, as Property  Trustee named therein,  Wilmington Trust Company,
as Delaware Trustee named therein,  the  Administrative  Trustees named therein,
(collectively,  the  "Trustees"),  and the Company,  in  substantially  the form
                      --------
heretofore  delivered to the  Underwriters,  said  Agreement  being  hereinafter
referred to as the "Trust  Agreement."  In  connection  with the issuance of the
                    ----------------
Designated  Preferred  Securities,  the Company  proposes (i) to issue its 8.15%
Subordinated Debentures due 2033 (the "Debentures") pursuant to an Indenture, to
                                       ----------
be dated as of April 1, 2003,  between the  Company  and Fifth  Third  Bank,  as
indenture  trustee (the  "Indenture") and (ii) to guarantee  certain payments on
                          ---------
the Designated  Preferred  Securities pursuant to a Guarantee  Agreement,  to be
dated as of April 1,  2003,  between  the  Company  and  Fifth  Third  Bank,  as
guarantee trustee (the "Guarantee"), to the extent described therein.
                        ---------

         2.       Representations and Warranties.
                  ------------------------------

                  The Offerors  jointly and severally  represent and warrant to,
and agree with, each of the Underwriters that:

                  (a)  The  reports  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  by the Company under the 1934 Act, and the rules
                  ----------
and regulations  thereunder (the "1934 Act Regulations") at the time the reports
                                  --------------------
were filed with the  Commission,  complied as to form in all  material  respects
with the  requirements  of the 1934 Act and the 1934 Act Regulations and did not
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances in which they were made, not misleading.

                  (b) The Offerors have prepared and filed with the Commission a
registration  statement on Form S-2 (File Numbers  333-102549 and 333-102549-01)
for the registration of the Designated Preferred  Securities,  the Guarantee and
$47,422,700 aggregate principal amount of Debentures under the Securities Act of
1933, as amended (the "1933 Act"),  including the related  prospectus subject to
                       --------
completion,  and one or more amendments to such registration  statement may have
been so filed,  in each case in  conformity  in all material  respects  with the

<PAGE>

requirements of the 1933 Act, the rules and regulations  promulgated  thereunder
(the "1933 Act  Regulations")  and the Trust  Indenture  Act of 1939, as amended
      ---------------------
(the "Trust Indenture Act"), and the rules and regulations thereunder. Copies of
      -------------------
such registration statement,  including any amendments thereto and any documents
incorporated  by reference  therein,  each  Preliminary  Prospectus  (as defined
herein) contained therein and the exhibits,  financial  statements and schedules
to such registration  statement, as finally amended and revised, have heretofore
been  delivered by the Offerors to the  Representatives.  After the execution of
this  Agreement,  the  Offerors  will  file  with  the  Commission  (A) if  such
registration  statement,  as it may have been amended,  has been declared by the
Commission  to be effective  under the 1933 Act, a  prospectus  in the form most
recently included in an amendment to such registration statement (or, if no such
amendment  shall have been filed,  in such  registration  statement),  with such
changes or insertions  as are required by Rule 430A of the 1933 Act  Regulations
("Rule  430A") or  permitted by Rule 424(b) of the 1933 Act  Regulations  ("Rule
  ----------                                                                ----
424(b)") and as have been provided to and not objected to by the Representatives
------
prior  to  (or as  are  agreed  to by the  Representatives  subsequent  to)  the
execution of this Agreement,  or (B) if such registration  statement,  as it may
have been amended, has not been declared by the Commission to be effective under
the 1933 Act, an amendment to such registration  statement,  including a form of
final  prospectus,  necessary  to permit such  registration  statement to become
effective,  a copy of which  amendment has been furnished to and not objected to
by  the  Representatives  prior  to  (or is  agreed  to by  the  Representatives
subsequent to) the execution of this Agreement.  As used in this Agreement,  the
term "Registration  Statement" means such registration  statement, as amended at
      -----------------------
the time when it was or is declared  effective under the 1933 Act, including (1)
all  financial  schedules and exhibits  thereto,  (2) all documents (or portions
thereof)  incorporated by reference therein filed under the 1934 Act and (3) any
information  omitted  therefrom  pursuant  to  Rule  430A  and  included  in the
Prospectus (as hereinafter  defined);  the term  "Preliminary  Prospectus" means
                                                  -----------------------
each prospectus subject to completion filed with such registration  statement or
any amendment thereto including all documents (or portions thereof) incorporated
by reference  therein under the 1934 Act (including  the  prospectus  subject to
completion,  if any, included in the Registration  Statement and each prospectus
filed  pursuant to Rule 424(a)  under the 1933 Act);  and the term  "Prospectus"
                                                                     ----------
means the prospectus first filed with the Commission  pursuant to Rule 424(b)(1)
or (4) or, if no prospectus is required to be filed  pursuant to Rule  424(b)(1)
or (4), the  prospectus  included in the  Registration  Statement,  in each case
including  the  financial  schedules  and all  documents  (or portions  thereof)
incorporated  by  reference  therein  under the 1934 Act.  The date on which the
Registration  Statement  becomes  effective  is  hereinafter  referred to as the
"Effective Date."

                  (c) The documents incorporated by reference in the Preliminary
Prospectus  or  Prospectus  or from  which  information  is so  incorporated  by
reference,  when they became effective or were filed with the Commission, as the
case may be, complied in all material respects with the requirements of the 1934
Act and the 1934 Act  Regulations,  and when  read  together  and with the other
information in the Preliminary Prospectus or Prospectus,  as the case may be, at
the time the  Registration  Statement  became or  becomes  effective  and at the
Closing Date and any Option  Closing Date,  did not or will not, as the case may
be,  contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.  As of
the date that each Preliminary Prospectus was filed with the Commission or as of
the date that the Prospectus  and any amendment or supplement  thereto was filed
with the Commission  (or, if not filed,  on the date provided by the Offerors to
the  Underwriters  in  connection  with the offering  and sale of the  Preferred
Securities), as the case may be, no event has or will have occurred which should
have  been set  forth in an  amendment  or  supplement  to any of the  documents
incorporated by reference in the Preliminary  Prospectus or Prospectus which has
not then been set forth in such an amendment or supplement.
<PAGE>

                  (d)  No  order   preventing  or  suspending  the  use  of  any
Prospectus  (or,  if the  Prospectus  is  not  in  existence,  the  most  recent
Preliminary  Prospectus)  has  been  issued  by  the  Commission,  nor  has  the
Commission, to the knowledge of the Offerors,  threatened to issue such an order
or instituted proceedings for that purpose. Each Preliminary Prospectus,  at the
time  of  filing  thereof,  (A)  complied  in all  material  respects  with  the
requirements  of the  1933  Act and the  1933  Act  Regulations  and (B) did not
contain an untrue  statement  of a material  fact or omit to state any  material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under  which  they were  made,  not  misleading;
provided,  however,  that this  representation  and  warranty  does not apply to
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Offerors by any of the  Underwriters  expressly  for
inclusion in the  Prospectus  (which  includes  only the  information  appearing
beneath the heading  "Underwriting" and the paragraph  immediately following the
price table on the cover page of the Prospectus  (such  information  referred to
herein  as  the  "Underwriters'  Information")).   As  of  the  date  that  each
                  --------------------------
Preliminary  Prospectus was filed with the Commission or as of the date that the
Prospectus and any amendment or supplement thereto was filed with the Commission
(or, if not filed,  on the date provided by the Offerors to the  Underwriters in
connection with the offering and sale of the Preferred Securities),  as the case
may be, no event has or will have  occurred  which should have been set forth in
an amendment or supplement to the Preliminary Prospectus or Prospectus which has
not then been set forth in the  Preliminary  Prospectus,  Prospectus  or such an
amendment or supplement.  Each Preliminary Prospectus and the Prospectus will be
identical  to the  electronically  transmitted  copies  thereof  filed  with the
Commission  pursuant to its Electronic  Data  Gathering,  Analysis and Retrieval
("EDGAR") system, except to the extent permitted by Regulation S-T.
  -----

                  (e) The  Registration  Statement has been  declared  effective
under  the  1933  Act,  and no  post-effective  amendment  to  the  Registration
Statement has been filed with the  Commission as of the date of this  Agreement.
No stop order suspending the  effectiveness  of the  Registration  Statement has
been issued and no proceeding  for that purpose has been  instituted  or, to the
Company's knowledge,  threatened by the Commission. At the Effective Date and at
all times  subsequent  thereto,  up to and  including  the Closing  Date and, if
applicable,  the  Option  Closing  Date,  the  Registration  Statement  and  any
post-effective  amendment  thereto (A)  complied and will comply in all material
respects with the requirements of the 1933 Act, the 1933 Act Regulations and the
Trust Indenture Act (and the rules and  regulations  thereunder) and (B) did not
and will not contain an untrue  statement of a material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  not  misleading.  At the  Effective  Date  and at all  times  when the
Prospectus  is required to be delivered in  connection  with offers and sales of
Designated Preferred Securities, including, without limitation, the Closing Date
and, if  applicable,  the Option  Closing Date,  the  Prospectus,  as amended or
supplemented,  (A) complied and will comply in all  material  respects  with the
requirements  of the  1933  Act and  the  1933  Act  Regulations  and the  Trust
Indenture Act (and the rules and regulations thereunder) and (B) did not contain
and will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading;  provided,  however,  that this representation and warranty does not
apply  to  Underwriters'  Information.  As of the  date  that  the  Registration
Statement  was filed  with the  Commission,  no event has or will have  occurred
which should have been set forth in the  Registration  Statement or an amendment

<PAGE>

or supplement to the Registration Statement which has not then been set forth in
such an amendment or supplement. The Registration Statement will be identical to
the electronically  transmitted copy thereof filed with the Commission  pursuant
to its EDGAR system, except to the extent permitted by Regulation S-T.

                  (f)    (i) The Company is duly organized, validly existing and
         in good standing under the  laws  of  the  State of Missouri, with full
         corporate  and  other power and authority to own, lease and operate its
         properties and conduct its business as described in and contemplated by
         the Registration Statement and the Prospectus (or, if the Prospectus is
         not  in  existence,  the  most  recent  Preliminary  Prospectus) and as
         currently  being  conducted  and  is duly  registered as a bank holding
         company  under  the  Bank  Holding Company Act of 1956, as amended (the
         "BHC Act").
          -------
                        (ii) The  Trust  has  been  duly  created and is validly
          existing  as a statutory  trust in good  standing  under the  Delaware
          Statutory Trust Act with the power and authority  (trust and other) to
          own  its  property  and  conduct  its  business  as  described  in the
          Registration  Statement and  Prospectus,  to issue and sell its common
          securities (the "Common  Securities")  to the Company  pursuant to the
                           ------------------
          Trust   Agreement,   to  issue  and  sell  the  Designated   Preferred
          Securities,  to enter  into and  perform  its  obligations  under this
          Agreement and to consummate the transactions herein contemplated;  the
          Trust has no subsidiaries  and is duly qualified to transact  business
          and is in good standing in each  jurisdiction  in which the conduct of
          its  business  or  the   ownership  of  its  property   requires  such
          qualification,  except  to  the  extent  that  the  failure  to  be so
          qualified  or be in good  standing  would not have a material  adverse
          effect on the  Trust;  the Trust has  conducted  and will  conduct  no
          business other than the  transactions  contemplated by this Agreement,
          the Trust Agreement and described in the Prospectus;  the Trust is not
          a party to or bound by any  agreement  or  instrument  other than this
          Agreement,  the Trust  Agreement and the  agreements  and  instruments
          contemplated  by the Trust  Agreement and described in the Prospectus;
          the Trust has no liabilities  or obligations  other than those arising
          out of the  transactions  contemplated by this Agreement and the Trust
          Agreement and described in the Prospectus; the Trust is not a party to
          or subject to any action,  suit or proceeding of any nature; the Trust
          is,  and at the  Closing  Date or any  Option  Closing  Date  will be,
          classified  as a grantor trust for United  States  federal  income tax
          purposes;  the Trust is not,  and at the  Closing  Date or any  Option
          Closing Date will not be, to the knowledge of the Offerors, classified
          as an association  taxable as a corporation  for United States federal
          income tax  purposes;  and the Trust is, and as of the Closing Date or
          any Option Closing Date will be, treated as a consolidated  subsidiary
          of the Company pursuant to accounting principles generally accepted in
          the United States of America.

                  (g)  The  Company   has   fifteen   (15)  direct  or  indirect
subsidiaries that have material ongoing operations. They are listed on Exhibit A
attached hereto and incorporated herein (the  "Subsidiaries").  The Company does
                                               ------------
not own or control, directly or indirectly,  more than 5% of any class of equity
security of any corporation,  association or other entity that conducts material
ongoing  operations  other than the  Subsidiaries,  except for the  ownership of
1,205,929  shares   (approximately  7.61  %,  based  on  the  number  of  shares
outstanding  on September  30,  2002) of the common stock of Allegiant  Bancorp,
Inc.  First  Bank and First  Bank & Trust are  collectively  referred  to as the
"Banks." Each Subsidiary is a bank holding  company,  state bank, trust company,
 -----
statutory trust or corporation  duly organized or incorporated  (as applicable),

<PAGE>

validly existing and in active status or good standing, as applicable,  with all
applicable  Regulators  (as defined  below) and under the laws of its respective
jurisdiction  of organization  or  incorporation.  Each such Subsidiary has full
corporate and other power and authority to own, lease and operate its properties
and to conduct its business as described in and contemplated by the Registration
Statement and the  Prospectus  (or, if the  Prospectus is not in existence,  the
most recent  Preliminary  Prospectus)  and as  currently  being  conducted.  The
deposit  accounts of the Banks are insured by the Bank Insurance Fund or Savings
Association  Insurance Fund, both  administered by the Federal Deposit Insurance
Corporation  (the  "FDIC") up to the  maximum  amount  provided  by law;  and no
                    ----
proceedings  for  the  modification,  termination  or  revocation  of  any  such
insurance are pending or, to the knowledge of the Offerors, threatened.

                  (h) The Company and each of the Subsidiaries is duly qualified
or authorized  to transact  business as a foreign  corporation  and is in active
status or good standing,  as applicable,  in each other jurisdiction in which it
owns  or  leases  property  or  conducts  its  business  so as to  require  such
qualification  or  authorization  and in which the failure to be so qualified or
authorized  would,  individually  or in the aggregate,  have a material  adverse
effect on the condition (financial or otherwise),  earnings,  affairs, business,
prospects  or results of  operations  of the Company and the  Subsidiaries  on a
consolidated basis. All of the issued and outstanding shares of capital stock of
the Subsidiaries  (A) have been duly authorized and are validly issued,  (B) are
fully  paid and  nonassessable  except to the extent  such  shares may be deemed
assessable under 12 U.S.C.  Section 1831o or under applicable state banking law,
and (C) except as disclosed in the  Prospectus  (or, if the Prospectus is not in
existence, the most recent Preliminary  Prospectus),  are directly or indirectly
owned by the Company free and clear of any security interest,  mortgage, pledge,
lien, encumbrance, restriction upon voting or transfer, preemptive rights, claim
or equity.

                  (i) The capital stock of the Company and the equity securities
of the Trust conform to the description  thereof  contained in the  Registration
Statement and Prospectus  (or, if the  Prospectus is not in existence,  the most
recent  Preliminary  Prospectus).  The  outstanding  shares of capital stock and
equity  securities of each Offeror have been duly  authorized and validly issued
and are  fully  paid  and  nonassessable,  and no such  shares  were  issued  in
violation  of the  preemptive  or similar  rights of any  security  holder of an
Offeror; no person has any preemptive or similar right to purchase any shares of
capital stock or equity  securities of the Offerors.  Except as disclosed in the
Registration  Statement  and  Prospectus  (or,  if  the  Prospectus  is  not  in
existence,  the most recent  Preliminary  Prospectus),  there are no outstanding
rights,  options or warrants to acquire any  securities  of the  Offerors or the
Subsidiaries,  and  there  are no  outstanding  securities  convertible  into or
exchangeable  for any  securities  of the  Offerors or the  Subsidiaries  and no
restrictions  upon the voting or transfer of any capital stock of the Company or
equity  securities of the Trust pursuant to the Company's  corporate  charter or
bylaws,  the Trust  Agreement or any  agreement or other  instrument to which an
Offeror  is a party  or by  which  an  Offeror  is  bound.  The  Company  has an
authorized  and  outstanding  capitalization  as set  forth in the  Registration
Statement and the  Prospectus  (or, if the  Prospectus is not in existence,  the
most recent Preliminary Prospectus).

                  (j)    (i)  The  Trust  has  all requisite power and authority
          to issue, sell and deliver  the  Designated  Preferred  Securities  in
          accordance  with and upon the terms and  conditions  set forth in this
          Agreement,  the Trust Agreement,  the  Registration  Statement and the
          Prospectus (or, if the Prospectus is not in existence, the most recent
          Preliminary Prospectus). All corporate and trust action required to be
          taken  by the  Offerors  for the  authorization,  issuance,  sale  and
          delivery of the  Designated  Preferred  Securities in accordance  with
          such terms and conditions has been validly and sufficiently taken. The
          Designated  Preferred  Securities,  when  delivered  and  paid  for in

<PAGE>

          accordance  with this  Agreement,  will be duly and validly issued and
          outstanding, will be fully paid and nonassessable undivided beneficial
          interests in the assets of the Trust, will be entitled to the benefits
          of the Trust Agreement,  will not be issued in violation of or subject
          to  any  preemptive  or  similar  rights,  and  will  conform  to  the
          description  thereof  contained in the Registration  Statement and the
          Prospectus (or, if the Prospectus is not in existence, the most recent
          Preliminary   Prospectus)  and  the  Trust  Agreement.   None  of  the
          Designated Preferred Securities,  immediately prior to delivery,  will
          be  subject  to  any  security  interest,   lien,  mortgage,   pledge,
          encumbrance,  restriction upon voting or transfer,  preemptive rights,
          claim or equity.

                        (ii)  The  Debentures  have  been   duly   and   validly
          authorized,  and, when duly and validly  executed,  authenticated  and
          issued as provided in the  Indenture  and  delivered  against  payment
          thereof to the Trust pursuant to the Trust Agreement,  will constitute
          valid and legally  binding  obligations  of the  Company,  enforceable
          against  the Company in  accordance  with their  terms,  except to the
          extent  that  enforcement   thereof  may  be  limited  by  bankruptcy,
          insolvency,  reorganization  or similar laws  affecting  the rights of
          creditors  generally and subject to general  principles of equity, and
          except as any  indemnification or contribution  provisions thereof may
          be  limited  under  applicable  securities  laws,  will be in the form
          contemplated by, and entitled to the benefits of, the Indenture,  will
          conform to the  description  thereof  contained in the  Prospectus and
          will be owned by the Trust  free and clear of any  security  interest,
          mortgage,  pledge,  lien,  encumbrance,   restriction  upon  transfer,
          preemptive rights, claim or equity.

                       (iii)  The   Guarantee   has   been   duly   and  validly
          authorized,  and, when duly and validly  executed and delivered to the
          guarantee  trustee for the  benefit of the  holders of the  Designated
          Preferred  Securities,  will  constitute  a valid and legally  binding
          obligation  of  the  Company,   enforceable  against  the  Company  in
          accordance  with its  terms,  except to the  extent  that  enforcement
          thereof may be limited by bankruptcy,  insolvency,  reorganization  or
          similar laws  affecting the rights of creditors  generally and subject
          to general  principles of equity,  and will conform to the description
          thereof contained in the Prospectus.

                        (iv)  The   Agreement   as   to Expenses and Liabilities
          between the Company and the Trust (the "Expense  Agreement")  has been
                                                  ------------------
          duly and validly  authorized,  and, when duly and validly executed and
          delivered by the Company,  will constitute a valid and legally binding
          obligation  of  the  Company,   enforceable  against  the  Company  in
          accordance  with its  terms,  except to the  extent  that  enforcement
          thereof may be limited by bankruptcy,  insolvency,  reorganization  or
          similar laws  affecting the rights of creditors  generally and subject
          to general  principles of equity,  and will conform to the description
          thereof contained in the Prospectus.

                  (k) The Offerors and the  Subsidiaries  have complied with all
foreign,  federal, state and local statutes,  regulations,  ordinances and rules
applicable to the ownership and operation of their  properties or the conduct of
their businesses as described in or contemplated by the  Registration  Statement
and the Prospectus  (or, if the Prospectus is not in existence,  the most recent
Preliminary  Prospectus)  and as  currently  being  conducted,  except where the
failure to be in compliance  would not have a material  adverse  effect upon the
condition (financial or otherwise),  earnings,  affairs, business,  prospects or
results of operations  of the Offerors and the  Subsidiaries  on a  consolidated
basis.
<PAGE>

                  (l)  The  Offerors  and the  Subsidiaries  have  all  permits,
easements,  consents, licenses, franchises and other governmental and regulatory
authorizations  from all  appropriate  federal,  state,  local  or other  public
authorities  ("Permits") as are necessary to own and lease their  properties and
               -------
conduct their  businesses  in the manner  described in and  contemplated  by the
Registration  Statement  and the  Prospectus  (or, if the  Prospectus  is not in
existence, the most recent Preliminary Prospectus),  except where the failure to
have such Permits  would not have a material  adverse  effect upon the condition
(financial or otherwise),  earnings, affairs, business,  prospects or results of
operations of the Offerors and the  Subsidiaries  on a consolidated  basis.  All
material  Permits are in full force and effect and each of the  Offerors and the
Subsidiaries are in all material respects complying therewith,  and no event has
occurred that allows,  or after notice or lapse of time would allow,  revocation
or termination  thereof or will result in any other  material  impairment of the
rights  of the  holder  of any  material  Permit,  subject  in each case to such
qualification  as may be  adequately  disclosed  in the  Prospectus  (or, if the
Prospectus  is not in existence,  the most recent  Preliminary  Prospectus).  No
material  Permit  contains  any  restriction  that would  materially  impair the
ability of the Company or the  Subsidiaries  to conduct their  businesses in the
manner consistent with their past practices. Neither the Offerors nor any of the
Subsidiaries has received notice or otherwise has knowledge of any proceeding or
action relating to the revocation or modification of any material Permit.

                  (m) Neither of the Offerors nor any of the  Subsidiaries is in
breach  or  violation  of its  corporate  charter,  by-laws  or other  governing
documents  (including without  limitation,  the Trust Agreement) in any material
respect.  Neither of the  Offerors  nor any of the  Subsidiaries  is, and to the
knowledge  of the  Offerors no other party is, in  violation,  breach or default
(with  or  without  notice  or lapse  of time or  both)  in the  performance  or
observance  of  any  term,  covenant,  agreement,  obligation,   representation,
warranty or condition contained in (A) any contract,  indenture,  mortgage, deed
of trust, loan or credit agreement,  note, lease, franchise,  license,  material
Permit or any other  agreement or  instrument to which it is a party or by which
it or any of its  properties  may be bound,  which breach,  violation or default
could have a material adverse effect on the condition  (financial or otherwise),
earnings, affairs, business,  prospects or results of operations of the Offerors
and the  Subsidiaries  on a  consolidated  basis,  and to the  knowledge  of the
Offerors,  no  other  party  has  asserted  that  the  Offerors  or  any  of the
Subsidiaries  is in  such  violation,  breach  or  default  (provided  that  the
foregoing  shall not apply to defaults by  borrowers or lessees from the Banks),
or (B) except as disclosed in the  Prospectus  (or, if the  Prospectus is not in
existence, the most recent Preliminary Prospectus), any order, decree, judgment,
rule or regulation of any court, arbitrator,  government, or governmental agency
or instrumentality,  domestic or foreign,  having jurisdiction over the Offerors
or the Subsidiaries or any of their respective properties the breach,  violation
or  default  of which  could have a  material  adverse  effect on the  condition
(financial or otherwise),  earnings, affairs, business, prospects, or results of
operations of the Offerors and the Subsidiaries on a consolidated basis.

                  (n) The execution,  delivery and performance of this Agreement
and the  consummation of the  transactions  contemplated by this Agreement,  the
Trust  Agreement,  the  Registration  Statement and the  Prospectus  (or, if the
Prospectus is not in existence,  the most recent Preliminary  Prospectus) do not
and will not conflict with, result in the creation or imposition of any material
lien, claim,  charge,  encumbrance or restriction upon any property or assets of
the Offerors or the Subsidiaries or the Designated Preferred Securities pursuant

<PAGE>

to,  constitute a breach or violation of, or constitute a default under, with or
without  notice  or lapse  of time or  both,  any of the  terms,  provisions  or
conditions  of the  charter or by-laws of the Company or the  Subsidiaries,  the
Trust Agreement, the Guarantee, the Indenture, any indenture,  mortgage, deed of
trust,  loan or credit  agreement  or note,  or any  material  contract,  lease,
franchise,  license,  Permit or any other  agreement or  instrument to which the
Offerors or the  Subsidiaries is a party or by which any of them or any of their
respective  properties  may be bound or any  order,  decree,  judgment,  rule or
regulation  of any court,  arbitrator,  government,  or  governmental  agency or
instrumentality,  domestic or foreign,  having jurisdiction over the Offerors or
the Subsidiaries or any of their respective properties which conflict, creation,
imposition,  breach,  violation  or default  would have either  singly or in the
aggregate a material  adverse effect on the condition  (financial or otherwise),
earnings, affairs, business,  prospects or results of operations of the Offerors
and the  Subsidiaries  on a  consolidated  basis.  No  authorization,  approval,
consent or order of or filing,  registration or  qualification  with, any person
(including,  without limitation,  any court,  governmental body or authority) is
required in connection with the transactions contemplated by this Agreement, the
Trust Agreement,  the Indenture,  the Guarantee,  the Registration Statement and
the Prospectus,  except such as have been obtained under the 1933 Act, the Trust
Indenture  Act and from the New York Stock  Exchange  relating to the listing of
the  Designated  Preferred  Securities,  and such as may be required under state
securities  laws or  Interpretations  or Rules of the  National  Association  of
Securities   Dealers,   Inc.  ("NASD")  in  connection  with  the  purchase  and
                                ----
distribution of the Designated Preferred Securities by the Underwriters.

                  (o) The Offerors  have all  requisite  power and  authority to
enter  into  this  Agreement,  and  this  Agreement  has been  duly and  validly
authorized,  executed and delivered by the Offerors and  constitutes  the legal,
valid and binding agreement of the Offerors, enforceable against the Offerors in
accordance with its terms,  except as the enforcement  thereof may be limited by
general  principles  of equity and by  bankruptcy  or other laws  relating to or
affecting  creditors'  rights  generally  and except as any  indemnification  or
contribution provisions thereof may be limited under applicable securities laws.
Each of the  Indenture,  the Trust  Agreement,  the  Guarantee  and the  Expense
Agreement  has been duly  authorized  by the  Company,  and,  when  executed and
delivered  by the  Company on the Closing  Date,  each of said  agreements  will
constitute  a valid and legally  binding  obligation  of the Company and will be
enforceable  against the  Company in  accordance  with its terms,  except to the
extent  that  enforcement  thereof  may be  limited by  bankruptcy,  insolvency,
reorganization  or similar laws affecting the rights of creditors  generally and
subject to general  principles  of equity and except as any  indemnification  or
contribution provisions thereof may be limited under applicable securities laws.
Each of the  Indenture,  the Trust  Agreement  and the  Guarantee  has been duly
qualified  under the Trust  Indenture  Act and will  conform to the  description
thereof contained in the Prospectus.

                  (p) The Company and the Subsidiaries  have good and marketable
title in fee simple to all real property and good title to all personal property
owned by them and material to their business, in each case free and clear of all
security  interests,  liens,  mortgages,  pledges,  encumbrances,  restrictions,
claims,  equities  and  other  defects  except  such as are  referred  to in the
Prospectus  (or,  if the  Prospectus  is  not  in  existence,  the  most  recent
Preliminary  Prospectus) or such as do not  materially  affect the value of such
property in the aggregate and do not  materially  interfere with the use made or
proposed  to be made of such  property;  and all of the leases  under  which the
Company or the Subsidiaries hold real or personal  property are valid,  existing
and enforceable  leases and in full force and effect with such exceptions as are
not material and do not materially interfere with the use made or proposed to be
made of such real or personal  property,  and neither the Company nor any of the
Subsidiaries  is in  default  in any  material  respect  of any of the  terms or
provisions of any leases.
<PAGE>

                  (q) KPMG LLP, who have  certified the  consolidated  financial
statements of the Company and its  subsidiaries,  including  the notes  thereto,
included  or  incorporated  by  reference  in  the  Registration  Statement  and
Prospectus,  are independent  public accountants with respect to the Company and
its subsidiaries, as required by the 1933 Act and the 1933 Act Regulations.

                  (r) The consolidated  financial statements including the notes
thereto, included or incorporated by reference in the Registration Statement and
the  Prospectus  (or, if the  Prospectus  is not in  existence,  the most recent
Preliminary  Prospectus) with respect to the Company and its subsidiaries comply
in all  material  respects  with the 1933 Act and the 1933 Act  Regulations  and
present  fairly the  consolidated  financial  position  of the  Company  and its
subsidiaries  as of the  dates  indicated  and the  consolidated  statements  of
income, cash flows and changes in stockholders'  equity and comprehensive income
of the Company and its  subsidiaries  for the  periods  specified  and have been
prepared in conformity  with  accounting  principles  generally  accepted in the
United States of America applied on a consistent basis,  except that the interim
financial  statements  are  subject to normal  year-end  adjustments  and do not
include all footnotes  required by accounting  principles  generally accepted in
the United  States of America for audited  financial  statements.  The  selected
consolidated   financial   data   concerning  the  Offerors  and  the  Company's
subsidiaries included in the Registration  Statement and the Prospectus (or such
Preliminary  Prospectus)  comply in all material  respects with the 1933 Act and
the 1933 Act  Regulations,  have been derived from the  financial  statements or
operating  records of the  Company,  present  fairly the  information  set forth
therein,  and  have  been  compiled  on a  basis  consistent  with  that  of the
consolidated financial statements of the Offerors and the Company's subsidiaries
in  the   Registration   Statement  and  the  Prospectus  (or  such  Preliminary
Prospectus). The other financial, statistical and numerical information included
in  the   Registration   Statement  and  the  Prospectus  (or  such  Preliminary
Prospectus) complies in all material respects with the 1933 Act and the 1933 Act
Regulations, has been derived from the financial statements or operating records
of the Company, presents fairly the information shown therein, and to the extent
applicable  has  been  compiled  on a basis  consistent  with  the  consolidated
financial  statements  of the  Company  and  its  subsidiaries  included  in the
Registration Statement and the Prospectus (or such Preliminary Prospectus).

                  (s)  Since the  respective  dates as of which  information  is
given in the Registration Statement and the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary  Prospectus),  except as otherwise
stated therein:

                         (i)  neither   of   the   Offerors   nor   any  of  the
          Subsidiaries has sustained any loss or interference  with its business
          from fire, explosion,  flood or other calamity, whether or not covered
          by  insurance,  or from any  labor  dispute  or court or  governmental
          action,  order or decree which is material to the condition (financial
          or otherwise),  earnings,  affairs, business,  prospects or results of
          operations  of the Offerors  and the  Subsidiaries  on a  consolidated
          basis;

                        (ii)  there  has  not  been  any material adverse change
          in, or any development  which is reasonably  likely to have a material
          adverse effect on, the condition  (financial or otherwise),  earnings,
          affairs, business,  prospects or results of operations of the Offerors
          and the Subsidiaries on a consolidated  basis,  whether or not arising
          in the ordinary course of business;
<PAGE>

                       (iii)   neither   of   the  Offerors  nor  any   of   the
          Subsidiaries  has incurred any liabilities or  obligations,  direct or
          contingent,  or entered into any material transactions,  other than in
          the ordinary  course of business,  which are material to the condition
          (financial or otherwise),  earnings,  affairs, business,  prospects or
          results  of  operations  of the  Offerors  and the  Subsidiaries  on a
          consolidated basis;

                        (iv)  neither  of  the Offerors has declared or paid any
          dividend and neither of the Offerors nor any of the  Subsidiaries  has
          become  delinquent  in the  payment of  principal  or  interest on any
          outstanding borrowings,  except for dividends on the Company's Class A
          and Class B  preferred  stock  declared  in January  2003,  in amounts
          comparable to those declared and paid in prior periods;

                         (v)  there  has  not  been  any  change in  the capital
          stock, trust preferred securities,  long-term debt,  obligations under
          capital  leases or,  other than in the  ordinary  course of  business,
          short-term borrowings of the Offerors or the Subsidiaries; and

                        (vi)  there  has  not occurred any other event and there
          has  arisen no set of  circumstances  required  by the 1933 Act or the
          1933 Act Regulations to be disclosed in the Registration  Statement or
          Prospectus  which  has  not  been  so set  forth  in the  Registration
          Statement  or such  Prospectus  as fairly  and  accurately  summarized
          therein.

                  (t) Except as set forth in the Registration  Statement and the
Prospectus  (or,  if the  Prospectus  is  not  in  existence,  the  most  recent
Preliminary Prospectus), no charge, investigation, action, suit or proceeding is
pending or, to the knowledge of the Offerors,  threatened,  against or affecting
the Offerors or the Subsidiaries or any of their respective properties before or
by any  court  or  any  regulatory,  administrative  or  governmental  official,
commission, board, agency or other authority or body, or any arbitrator, wherein
an unfavorable decision,  ruling or finding would have a material adverse effect
on the consummation of this Agreement or the transactions contemplated herein or
the condition (financial or otherwise),  earnings, affairs, business,  prospects
or results of operations of the Offerors and the  Subsidiaries on a consolidated
basis or which is required to be disclosed in the Registration  Statement or the
Prospectus (or such Preliminary Prospectus) and is not so disclosed.

                  (u) There are no contracts or other  documents  required to be
filed as exhibits to the Registration  Statement by the 1933 Act or the 1933 Act
Regulations or the Trust Indenture Act (or any rules or regulations  thereunder)
which have not been filed as exhibits to or  incorporated  by reference into the
Registration  Statement, or that are required to be summarized in the Prospectus
(or,  if the  Prospectus  is not  in  existence,  the  most  recent  Preliminary
Prospectus) that are not so summarized.

                  (v) Neither of the Offerors has taken, directly or indirectly,
any action  causing or  resulting  in or which has  constituted  or which  might
reasonably be expected to cause or result in  stabilization  or  manipulation of
any  security  of the  Offerors  in  connection  with the sale or  resale of the
Designated  Preferred  Securities  in  violation of the  Commission's  rules and
regulations,  including, but not limited to, Regulation M, nor is either Offeror
aware of any such action  having been taken or to be taken by any  affiliate  of
the Offerors.
<PAGE>

                  (w) The Offerors and the Subsidiaries own, or possess adequate
rights to use, all patents, copyrights,  trademarks,  service marks, trade names
and other rights  necessary to conduct the  businesses  now conducted by them in
all material  respects or as described in the Prospectus  (or, if the Prospectus
is not in existence,  the most recent Preliminary  Prospectus),  and neither the
Offerors  nor the  Subsidiaries  have  received  any notice of  infringement  or
conflict with asserted rights of others with respect to any patents, copyrights,
trademarks, service marks, trade names or other rights which, individually or in
the  aggregate,  if the subject of an unfavorable  decision,  ruling or finding,
would have a material adverse effect on the condition  (financial or otherwise),
earnings, affairs, business,  prospects or results of operations of the Offerors
and the  Subsidiaries on a consolidated  basis,  and the Offerors do not know of
any basis for any such infringement or conflict.

                  (x) Except as adequately  disclosed in the Prospectus  (or, if
the Prospectus is not in existence, the most recent Preliminary Prospectus),  no
labor  dispute  involving  the  Company  or the  Subsidiaries  exists or, to the
knowledge  of the  Offerors,  is  imminent  which  might be  expected  to have a
material  adverse effect on the condition  (financial or  otherwise),  earnings,
affairs,  business,  prospects or results of  operations of the Offerors and the
Subsidiaries on a consolidated basis or which is required to be disclosed in the
Prospectus  (or,  if the  Prospectus  is  not  in  existence,  the  most  recent
Preliminary  Prospectus).  Neither the Company nor any of the  Subsidiaries  has
received notice of any existing or threatened  labor dispute by the employees of
any of its principal suppliers, customers or contractors which might be expected
to have a material  adverse  effect on the condition  (financial or  otherwise),
earnings,  affairs, business,  prospects or results of operations of the Company
and the Subsidiaries on a consolidated basis.

                  (y) The Offerors and the Subsidiaries have timely and properly
prepared  and filed,  or have timely and  properly  filed  extensions  for,  all
necessary federal, state, local and foreign tax returns which are required to be
filed and have paid all taxes shown as due thereon and have paid all other taxes
and  assessments to the extent that the same shall have become due,  except such
as are being  contested  in good  faith or where the  failure  to so timely  and
properly  prepare  and file  would  not have a  material  adverse  effect on the
condition (financial or otherwise),  earnings,  affairs, business,  prospects or
results of operations  of the Offerors and the  Subsidiaries  on a  consolidated
basis.  The Offerors have no knowledge of any tax  deficiency  which has been or
might be assessed against the Offerors or the Subsidiaries which, if the subject
of an unfavorable  decision,  ruling or finding,  would have a material  adverse
effect on the condition (financial or otherwise),  earnings,  affairs, business,
prospects or results of  operations  of the Offerors and the  Subsidiaries  on a
consolidated basis.

                  (z) Each of the material contracts, agreements and instruments
described or referred to in the Registration Statement or the Prospectus (or, if
the Prospectus is not in existence,  the most recent Preliminary Prospectus) and
each contract,  agreement and instrument filed as an exhibit to the Registration
Statement  is in full  force and  effect  and is the  legal,  valid and  binding
agreement of the Offerors or the  Subsidiaries,  enforceable in accordance  with
its terms,  except as the  enforcement  thereof  may be  limited by  bankruptcy,
insolvency,  reorganization  or similar laws  affecting  the rights of creditors
generally and subject to general  principles  of equity.  Except as disclosed in
the  Prospectus  (or  such  Preliminary  Prospectus),  to the  knowledge  of the
Offerors,  no other party to any such  agreement  is (with or without  notice or
lapse of time or both) in breach or default in any material respect thereunder.
<PAGE>

                  (aa) No  relationship,  direct or indirect,  exists between or
among the  Offerors or the  Subsidiaries,  on the one hand,  and the  directors,
officers, trustees, shareholders,  customers or suppliers of the Offerors or the
Subsidiaries,  on the other  hand,  which is  required  to be  described  in the
Registration  Statement  and the  Prospectus  (or, if the  Prospectus  is not in
existence,  the most  recent  Preliminary  Prospectus)  which is not  adequately
described therein.

                  (bb) No  person  has the  right  to  request  or  require  the
Offerors or the  Subsidiaries  to register any  securities for offering and sale
under the 1933 Act by reason of the filing of the  Registration  Statement  with
the Commission or the issuance and sale of the Designated  Preferred  Securities
except as adequately disclosed in the Registration  Statement and the Prospectus
(or,  if the  Prospectus  is not  in  existence,  the  most  recent  Preliminary
Prospectus).

                  (cc) The Designated  Preferred  Securities  have been approved
for  listing  on the New York Stock  Exchange,  subject  to  official  notice of
issuance.

                  (dd) Except as described in or  contemplated by the Prospectus
(or,  if the  Prospectus  is not  in  existence,  the  most  recent  Preliminary
Prospectus),  there are no contractual  encumbrances or restrictions or material
legal restrictions  required to be described  therein,  on the ability of any of
the  Subsidiaries  (A) to pay dividends or make any other  distributions  on its
capital stock or to pay any indebtedness  owed to the Offerors,  (B) to make any
loans or advances to, or investments  in, the Offerors or (C) to transfer any of
its property or assets to the Offerors.

                  (ee) Except for Star Lane Trust,  neither of the  Offerors nor
any  Subsidiary  is an  "investment  company"  or a company  "controlled"  by an
"investment  company" within the meaning of the Investment  Company Act of 1940,
as  amended  (the  "Investment  Company  Act").  Star Lane  Trust has timely and
                    ------------------------
properly  prepared and filed all necessary  documents and information  which are
required to be filed with the Commission  under the  Investment  Company Act and
has operated in compliance with the Investment  Company Act. No order preventing
or suspending  Star Lane Trust from acting as an  "investment  company" has been
issued  by the  Commission,  nor has the  Commission,  to the  knowledge  of the
Offerors,  threatened to issue such an order or instituted  proceedings for that
purpose.

                  (ff) The Offerors have not distributed and will not distribute
prior to the Closing Date any prospectus in connection with the Offering,  other
than a Preliminary  Prospectus,  the Prospectus,  the Registration Statement and
the other  materials  permitted by the 1933 Act and the 1933 Act Regulations and
reviewed by the Representatives.

                  (gg) The activities of the Offerors and the  Subsidiaries  are
permitted under applicable  federal and state banking laws and regulations.  The
Company has all necessary  approvals,  including  the approval of the FDIC,  the
State of Missouri Division of Finance (the "SMDF"), the California Department of
                                            ----
Financial  Institutions  (the  "CDFI") and the Board of Governors of the Federal
                                ----
Reserve  System  ("FRB"),  as  applicable,  to  own  the  capital  stock  of the
                   ---
Subsidiaries.  Neither  the Company  nor any of the  Subsidiaries  is a party or
subject to any agreement or memorandum  with, or directive or other order issued
by, the FRB, the SMDF, the CDFI, the FDIC or other  regulatory  authority having
jurisdiction over it (each, a "Regulator," and collectively,  the "Regulators"),
                               ---------                           ----------
which imposes any  restrictions  or  requirements  not  generally  applicable to
entities  of the same type as the  Company  and the  Subsidiaries.  Neither  the
Company nor any  Subsidiary  is subject to any  directive  from any Regulator to
make  any  material  change  in  the  method  of  conducting   their  respective
businesses, and no such directive is pending or threatened by such Regulators.
<PAGE>

                  (hh) Each Bank has  properly  administered  all  accounts  for
which it acts as a fiduciary, including but not limited to accounts for which it
serves  as a  trustee,  agent,  custodian,  personal  representative,  guardian,
conservator or investment advisor, in accordance with the terms of the governing
documents and  applicable  state and federal law and  regulation and common law,
except where the failure to be in compliance  would not have a material  adverse
effect upon the condition (financial or otherwise), earnings, affairs, business,
prospects or results of operations of the Offerors and the Subsidiaries taken as
a whole.  No Bank or any  directors,  officers  or  employees  of any Bank,  has
committed  any  material  breach of trust  with  respect  to any such  fiduciary
account,  and the  accountings  for each  such  fiduciary  account  are true and
correct in all  material  respects  and  accurately  reflect  the assets of such
fiduciary account in all material respects.

                  (ii) The Offerors are eligible for the use of Form S-2.

                  (jj) The Offerors and the  Subsidiaries are in compliance with
all provisions of Section 517.075, Florida Statutes,  relating to doing business
with the Government of Cuba or with any person or affiliate located in Cuba.

                  (kk) Neither the Company nor any  Subsidiary has any liability
under any "pension plan," as defined in the Employee  Retirement Income Security
Act of 1974, as amended.

                  (ll) Each of the  Company  and the  Subsidiaries  maintains  a
system  of  internal   accounting  controls  sufficient  to  provide  reasonable
assurance that (A)  transactions  are executed in accordance  with  management's
general or specific  authorizations,  (B) transactions are recorded as necessary
to permit  preparation  of financial  statements in conformity  with  accounting
principles  generally  accepted in the United  States of America and to maintain
asset accountability,  (C) access to assets is permitted only in accordance with
management's   general  or   specific   authorization   and  (D)  the   recorded
accountability  for  assets is  compared  with  existing  assets  at  reasonable
intervals and appropriate  action is taken with respect to any differences.  The
books,  records and accounts and systems of internal  accounting controls of the
Company and each of the  Subsidiaries  comply in all material  respects with the
requirements of Section 13(b)(2) of the 1934 Act.

                  (mm)  Other  than as  contemplated  by this  Agreement  and as
disclosed  in the  Registration  Statement,  the  Company has not  incurred  any
liability  for any finder's or broker's fee or agent's  commission in connection
with the execution  and delivery of this  Agreement or the  consummation  of the
transactions contemplated hereby.

                  (nn) No report or  application  filed by the Company or any of
its  Subsidiaries  with the FRB, the FDIC, the SMDF, the CDFI or any other state
or  federal  regulatory  authority,  as of the  date it was  filed  or  amended,
contained an untrue  statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading  when made or failed to comply in all material  respects with the
applicable  requirements  of the FRB, the FDIC,  the SMDF, the CDFI or any other
state or federal regulatory authority, as the case may be.
<PAGE>

                  (oo) Based upon current  guidelines of the FRB, the Debentures
will constitute "Tier 1" capital (as defined in 12 C.F.R. Part 225),  subject to
applicable regulatory restrictions on the amount thereof that can be included in
Tier 1 capital.

                  (pp) To the  best  knowledge  of the  Offerors,  no  hazardous
substances,  hazardous wastes, pollutants or contaminants have been deposited or
disposed  of  in,  on or  under  the  properties  of the  Company  or any of the
Subsidiaries  (including properties owned, managed or controlled by a Subsidiary
in  connection  with its  lending  activities)  during  the  period in which the
Company or the Subsidiary has owned, occupied,  managed,  controlled or operated
such properties,  in violation of any environmental,  safety,  health or similar
laws or regulations,  orders,  decrees or permits  relating to the protection of
human health and safety,  the  environment  or hazardous or toxic  substances or
wastes, pollutants or contaminants ("Environmental Regulations"),  or any order,
                                     -------------------------
judgment,  decree  or permit  which  would  require  remedial  action  under any
Environmental  Regulation,  except for any violations or remedial  actions which
would not have, in the aggregate,  a material  adverse effect upon the condition
(financial or otherwise),  earnings, affairs, business,  prospects or results of
operations of the Offerors and the  Subsidiaries  on a consolidated  basis.  The
Company  and each of the  Subsidiaries  (i) is in material  compliance  with all
applicable  Environmental   Regulations  and  (ii)  has  received  all  permits,
licenses,  consents or other approvals  required under applicable  Environmental
Regulations to conduct its business, in each case except where the failure to do
so would not have a material  adverse  effect upon the  condition  (financial or
otherwise),  earnings, affairs, business,  prospects or results of operations of
the Offerors and the Subsidiaries on a consolidated basis.

                  (qq) None of the Offerors,  the  Subsidiaries  or, to the best
knowledge of the Offerors,  any other person associated with or acting on behalf
of the Offerors or any of the Subsidiaries,  including,  without limitation, any
director,  officer, agent, or employee of any of the Subsidiaries or the Company
has,  directly  or  indirectly,  while  acting  on  behalf  of such  Offeror  or
Subsidiary  (i) used any  corporate  funds for  unlawful  contributions,  gifts,
entertainment,  or other unlawful expenses relating to political activity;  (ii)
made any unlawful  contribution to any candidate for foreign or domestic office,
or to any foreign or domestic government  officials or employees or other person
charged with similar public or quasi-public duties, other than payments required
or permitted by the laws of the United States or any jurisdiction  thereof or to
foreign or domestic  political  parties or campaigns  from corporate  funds,  or
failed to disclose  fully any  contribution  in violation of law; (iii) violated
any provision of the Foreign Corrupt Practices Act of 1977, as amended;  or (iv)
made  any  other  payment  of  funds  of  either  or both of the  Offerors  or a
Subsidiary  or retained any funds which  constitute a violation of any law, rule
or  regulation  or which was or is required to be disclosed in the  Registration
Statement or the Prospectus  pursuant to the requirements of the 1933 Act or the
1933 Act Regulations.

                  (rr) The employee  benefit plans,  including  employee welfare
benefit  plans,  of the  Company  and each of the  Subsidiaries  (the  "Employee
                                                                        --------
Plans") have been operated in material compliance with the applicable provisions
-----
of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),
                                                                        -----
the Internal  Revenue Code of 1986,  as amended (the "Code"),  all  regulations,
                                                      ----
rulings  and  announcements  promulgated  or  issued  thereunder  and all  other
applicable  governmental  laws  and  regulations  (except  to  the  extent  such
noncompliance  would not, in the aggregate,  have a material adverse effect upon

<PAGE>

the condition (financial or otherwise) earnings, affairs, business, prospects or
results of  operations  of the Offerors or the  Subsidiaries  on a  consolidated
basis).  No reportable  event under  Section  4043(c) of ERISA has occurred with
respect to any Employee Plan of the Company or any of the Subsidiaries for which
the reporting  requirements have not been waived by the Pension Benefit Guaranty
Corporation.  No prohibited transaction under Section 406 of ERISA, for which an
exemption does not apply,  has occurred with respect to any Employee Plan of the
Company or any of the Subsidiaries. There are no pending or, to the knowledge of
the Offerors,  threatened,  claims by or on behalf of any Employee  Plan, by any
employee  or  beneficiary  covered  under  any  such  Employee  Plan  or by  any
governmental  authority or otherwise  involving  such  Employee  Plans or any of
their respective  fiduciaries (other than for routine claims for benefits).  All
Employee  Plans that are group  health  plans  have been  operated  in  material
compliance  with the group health plan  continuation  coverage  requirements  of
Section 4980B of the Code.

                  (ss) Except for Missouri Valley Partners, Inc., neither of the
Offerors nor any Subsidiary is an "investment adviser" within the meaning of the
Investment  Advisers Act of 1940, as amended (the "Advisers  Act"),  required to
                                                   -------------
register,  become  licensed or qualify as a broker dealer with the Commission or
any  state  securities  authority.   Missouri  Valley  Partners,  Inc.  is  duly
registered  and has  timely  and  properly  prepared  and  filed  all  necessary
documents  and  information  which are required to be filed with the  Commission
under the Advisers Act and has operated in compliance with the Advisers Act. All
investment  adviser  representatives  employed or otherwise utilized by Missouri
Valley Partners, Inc. are licensed and/or registered,  in each case if required,
with the appropriate  federal and/or state  authorities.  No order preventing or
suspending any investment  adviser  representative  of Missouri Valley Partners,
Inc. from acting as an "investment  adviser  representative"  has been issued by
the Commission or any such state authority,  nor has the Commission or any state
authority,  to the knowledge of the Offerors,  threatened to issue such an order
or instituted proceedings for that purpose.

        3.        Offering   by  the   Underwriters.   After  the   Registration
                  ---------------------------------
Statement  becomes  effective or,  if  the Registration  Statement  is   already
effective,  after this Agreement becomes effective,  the Underwriters propose to
offer the Firm  Preferred  Securities for sale to the public upon the terms  and
conditions set forth in the Prospectus. The Underwriters may  from time to  time
thereafter reduce the public offering price and change the other  selling terms,
provided  the  proceeds to the Trust shall not be reduced as a  result  of  such
reduction  or  change.  Because  the  NASD  may view the Preferred Securities as
interests  in a direct  participation  program,  the  offering of the  Preferred
Securities is being made in compliance  with the  applicable  provisions of Rule
2810 of the NASD's Conduct Rules.

                  The  Underwriters  may reserve and sell such of the Designated
Preferred Securities purchased by the Underwriters as the Underwriters may elect
to dealers chosen by you (the "Selected  Dealers") at the public  offering price
                               -----------------
set forth in the Prospectus less the applicable  Selected  Dealers'  concessions
set forth  therein,  for  re-offering  by Selected  Dealers to the public at the
public offering price.  The  Underwriters  may allow,  and Selected  Dealers may
re-allow,  a concession set forth in the Prospectus to certain other brokers and
dealers.
<PAGE>

         4.       Certain Covenants of the Offerors. The  Offerors  jointly  and
                  ---------------------------------
severally covenant with the Underwriters as follows:

                  (a) The  Offerors  shall use their  best  efforts to cause the
Registration  Statement and any amendments thereto, if not effective at the time
of execution of this Agreement,  to become effective as promptly as possible. If
the Registration Statement has become or becomes effective pursuant to Rule 430A
and information has been omitted  therefrom in reliance on Rule 430A,  then, the
Offerors will prepare and file in accordance with Rule 430A and Rule 424(b), the
Prospectus  or, if  required by Rule 430A,  a  post-effective  amendment  to the
Registration  Statement (including the Prospectus) containing all information so
omitted and will provide evidence  satisfactory to the  Representatives  of such
timely filing.

                  (b)  The  Offerors  shall  notify  you  immediately,  and,  if
requested by you, shall promptly confirm such notice in writing:

                         (i)  when   the  Registration  Statement  or  any  post
         effective  amendment  to  the   Registration   Statement,   has  become
         effective,  or when the Prospectus or any supplement to the  Prospectus
         or any amended Prospectus has been filed;

                        (ii)  of  the  receipt  of any comments or requests from
         the   Commission  relating  to   the  Registration  Statement  or   the
         Prospectus;

                       (iii)  of  any  request  of  the  Commission  to amend or
         supplement  the  Registration  Statement, any Preliminary Prospectus or
         the Prospectus or for additional information; and

                        (iv)  of  the issuance  by  the  Commission or any state
         or  other  regulatory  body of any stop order or other order suspending
         the   effectiveness  of   the  Registration  Statement,  preventing  or
         suspending  the use of any Preliminary Prospectus or the Prospectus, or
         suspending  the  qualification  of  any  of  the  Designated  Preferred
         Securities for offering or sale in any jurisdiction or the  institution
         or  threat  of institution of any proceedings for any of such purposes.
         The  Offerors  shall  use their best efforts to prevent the issuance of
         any such stop order or of any other such order and if any such order is
         issued, to cause such order to be withdrawn or lifted as soon as
         possible.

                  (c) The Offerors shall furnish to the Underwriters,  from time
to time without charge, as soon as available, as many copies as the Underwriters
may reasonably request of (i) the registration statement as originally filed and
of all amendments thereto, in executed form,  including exhibits,  whether filed
before or after the Effective Date, (ii) all exhibits and documents incorporated
therein or filed  therewith,  (iii) all consents and  certificates of experts in
executed  form,  (iv)  each  Preliminary   Prospectus  and  all  amendments  and
supplements thereto, and (v) the Prospectus,  and all amendments and supplements
thereto.

                  (d)  During  the time  when a  prospectus  is  required  to be
delivered  under the 1933 Act,  the  Offerors  shall comply to the best of their
ability with the 1933 Act and the 1933 Act  Regulations and the 1934 Act and the
1934 Act  Regulations so as to permit the completion of the  distribution of the
Designated  Preferred  Securities  as  contemplated  herein  and  in  the  Trust
Agreement and the  Prospectus.  The Offerors shall not file any amendment to the
registration  statement as originally filed or to the Registration Statement and
shall not file any amendment  thereto or make any amendment or supplement to any
Preliminary  Prospectus or to the Prospectus  unless you shall  previously  have

<PAGE>

been  advised in writing  and  provided  a copy a  reasonable  time prior to the
proposed filings thereof and to which you or counsel for the Underwriters  shall
not have objected. If it is necessary, in the Company's reasonable opinion or in
the  reasonable  opinion of the  Company's  counsel to amend or  supplement  the
Registration  Statement or the Prospectus in connection with the distribution of
the  Designated  Preferred  Securities,  the Offerors shall  forthwith  amend or
supplement the Registration Statement or the Prospectus,  as the case may be, by
preparing and filing with the Commission  (provided the  Underwriters or counsel
for the  Underwriters  do not  reasonably  object),  and furnishing to you, such
number of copies as you may reasonably request of an amendment or amendments of,
or a supplement or supplements to, the Registration Statement or the Prospectus,
as the case may be (in form and  substance  reasonably  satisfactory  to you and
counsel for the Underwriters).  If any event shall occur as a result of which it
is  necessary  to amend or  supplement  the  Prospectus  to  correct  an  untrue
statement of a material fact or to include a material fact necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading,  or if for any reason it is  necessary  at any time to amend or
supplement  the  Prospectus  to  comply  with  the  1933  Act and the  1933  Act
Regulations,  the  Offerors  shall,  subject  to the  second  sentence  of  this
subsection  (d),  forthwith  amend or supplement the Prospectus by preparing and
filing with the Commission,  and furnishing to you, such number of copies as you
may  reasonably  request of an amendment or  amendments  of, or a supplement  or
supplements  to, the Prospectus (in form and substance  satisfactory  to you and
counsel  for the  Underwriters)  so that,  as so  amended or  supplemented,  the
Prospectus  shall not contain an untrue  statement of a material fact or omit to
state a material fact necessary to make the statements  therein, in light of the
circumstances under which they were made, not misleading.

                  (e) The  Offerors  shall use their best  efforts to permit the
Designated  Preferred  Securities to be eligible for  clearance  and  settlement
through the facilities of DTC.

                  (f) The  Offerors  shall  make  generally  available  to their
security  holders  in the  manner  contemplated  by  Rule  158 of the  1933  Act
Regulations  and  furnish  to you as soon as  practicable,  but in any event not
later than sixteen (16) months after the Effective Date, a consolidated earnings
statement of the Offerors in  reasonable  detail,  covering a period of at least
twelve (12) consecutive  months  beginning after the Effective Date,  conforming
with the requirements of Section 11(a) of the 1933 Act and Rule 158.

                  (g) The Offerors  shall use the proceeds  from the sale of the
Designated  Preferred Securities to be sold by the Trust hereunder in the manner
specified in the Prospectus under the caption "Use of Proceeds."

                  (h) For five years from the Effective Date, the Offerors shall
furnish  to  the  Representatives  copies  of  all  reports  and  communications
(financial  or  otherwise)  furnished  by the  Offerors  to the  holders  of the
Designated  Preferred Securities as a class, copies of all reports and financial
statements  filed with or furnished to the  Commission  (other than portions for
which confidential  treatment has been obtained from the Commission) or with the
Nasdaq   National   Market,   any  national   securities   exchange,   or  other
self-regulatory organization,  and such other documents, reports and information
concerning  the  business  and  financial  conditions  of  the  Offerors  as the
Representatives may reasonably request,  other than such documents,  reports and
information  for which the Offerors have the legal  obligation  not to reveal to
the Representatives.
<PAGE>

                  (i)  Until  the  earlier  of the  Option  Closing  Date or the
expiration of the Option, the Offerors shall not, directly or indirectly,  offer
for sale, sell or agree to sell or otherwise dispose of any Designated Preferred
Securities other than pursuant to this Agreement, any other beneficial interests
in the assets of the Trust or any  securities  of the Trust or the Company  that
are  substantially  similar  to  the  Designated  Preferred  Securities  or  the
Debentures,   including   any   guarantee  of  such   beneficial   interests  or
substantially similar securities, or securities convertible into or exchangeable
for or that  represent  the right to receive  any such  beneficial  interest  or
substantially  similar  securities,  without  the prior  written  consent of the
Representatives.

                  (j) The  Offerors  shall use their  best  efforts to cause the
Designated Preferred Securities to become included in the Nasdaq National Market
or in lieu thereof to be listed or quoted on a national securities exchange, and
to remain so  listed,  quoted or  included  for at least five (5) years from the
Effective  Date or for such  shorter  period  as may be  specified  in a written
consent of the Representatives, provided this shall not prevent the Company from
redeeming the Designated Preferred Securities pursuant to the terms of the Trust
Agreement.  If the  Designated  Preferred  Securities  are then  listed  and are
exchanged  for  Debentures,  the Company  will use its best  efforts to have the
Debentures  promptly  included in the Nasdaq National Market or a national stock
exchange or to be listed,  quoted or included on a national  securities exchange
or other  organization  in or on which the Designated  Preferred  Securities are
then listed, quoted or included,  and to have the Debentures promptly registered
under the Exchange Act.

                  (k)  Subsequent to the date of this  Agreement and through the
date which is the later of (i) the day following the date on which the Option to
purchase the Option Preferred  Securities shall expire or (ii) the day following
the Option Closing Date with respect to any Option Preferred Securities that the
Underwriters shall elect to purchase,  except as described in or contemplated by
the Prospectus,  neither the Offerors nor any of the Subsidiaries shall take any
action (or refrain from taking any action)  which will result in the Offerors or
the  Subsidiaries  incurring  any material  liability or  obligation,  direct or
contingent,  or enter  into any  material  transaction,  except in the  ordinary
course of business,  and there will not be any material  change in the financial
position, capital stock, or any material increase in long-term debt, obligations
under  capital  leases  or,  other  than in the  ordinary  course  of  business,
short-term  borrowings of the Offerors and the  Subsidiaries  on a  consolidated
basis.

                  (l) The Offerors shall not, for a period of 180 days after the
date hereof, without the prior written consent of the Representatives, purchase,
redeem  or call for  redemption,  or prepay or give  notice  of  prepayment  (or
announce any  redemption or call for  redemption,  or any repayment or notice of
prepayment)  any of the  Offerors'  securities,  except for the trust  preferred
securities  issued by First  Preferred  Capital Trust and First America  Capital
Trust and the related  debentures issued by the Company and First Banks America,
Inc.

                  (m) The Offerors shall not take,  directly or indirectly,  any
action designed to result in or which has constituted or which might  reasonably
be expected to cause or result in  stabilization or manipulation of the price of
any  security  of the  Offerors  in  connection  with the sale or  resale of the
Designated  Preferred  Securities  in  violation of the  Commission's  rules and
regulations,  including,  but not limited to, Regulation M, and the Offerors are
not  aware of any such  action  taken  or to be  taken by any  affiliate  of the
Offerors.
<PAGE>

                  (n) Prior to the Closing Date (and, if applicable,  the Option
Closing  Date),  the  Offerors  will  not  issue  any  press  release  or  other
communication  directly or indirectly or hold any press  conference with respect
to the Offerors,  the  Subsidiaries or the offering of the Designated  Preferred
Securities (the "Offering") without your prior consent; provided,  however, that
if an Offeror is advised by legal counsel that it is legally required to issue a
press release or other communication, then such Offeror shall be permitted to do
so, after giving written notice thereof to you.

                  (o) The  Offerors  shall  inform  the  Florida  Department  of
Banking and Finance at any time prior to the consummation of the distribution of
the  Securities  by the  Underwriters  if either of the  Offerors  or any of the
Subsidiaries  commences engaging in business with the government of Cuba or with
a person or  affiliate  located in Cuba,  with such  information  to be provided
within ninety (90) days after the commencement  thereof or after a change occurs
with respect to previously reported information.

         5.       Payment of Expenses.   Whether   or   not  this  Agreement  is
                  -------------------
terminated  or  the  sale   of   the  Designated  Preferred  Securities  to  the
Underwriters is consummated, the Company  covenants  and agrees that it will pay
or  cause to  be  paid  (directly or by reimbursement) all  costs  and  expenses
incident  to  the  performance  of  the  obligations  of the Offerors under this
Agreement, including:

                  (a) the preparation,  printing,  filing, delivery and shipping
of  the  initial   registration   statement,   the  Preliminary   Prospectus  or
Prospectuses,  the Registration  Statement and the Prospectus and any amendments
or  supplements  thereto,  and  the  printing,  delivery  and  shipping  of this
Agreement and any other underwriting  documents (including,  without limitation,
selected dealers  agreements),  the  certificates  for the Designated  Preferred
Securities  and the  Preliminary  and  Final  Blue Sky  Memoranda  and any legal
investment surveys and any supplements thereto;

                  (b) all fees,  expenses  and  disbursements  of the  Offerors'
counsel and accountants;

                  (c) all fees and disbursements of counsel for the Underwriters
in  connection  with the  preparation  of the  Preliminary  and  Final  Blue Sky
Memoranda and any legal investment surveys and any supplements thereto;

                  (d) all filing fees and expenses  incurred in connection  with
filings made with the NASD;

                  (e)  any  applicable  fees  and  other  expenses  incurred  in
connection  with the  listing of the  Designated  Preferred  Securities  and, if
applicable, the Guarantee and the Debentures on the New York Stock Exchange;

                  (f) the  cost  of  furnishing  to you  copies  of the  initial
registration statements,  any Preliminary Prospectus, the Registration Statement
and the Prospectus and all amendments or supplements thereto;

                  (g) the costs and charges of any  transfer  agent or registrar
and the fees and disbursements of counsel for any transfer agent or registrar;

                  (h) all costs and expenses  (including  stock transfer  taxes)
incurred  in  connection  with  the  printing,  issuance  and  delivery  of  the
Designated Preferred Securities to the Underwriters;
<PAGE>

                  (i) all expenses  incident to the  preparation,  execution and
delivery of the Trust Agreement, the Indenture and the Guarantee; and

                  (j) all other costs and expenses  incident to the  performance
of the  obligations of the Company  hereunder and under the Trust Agreement that
are not otherwise specifically provided for in this Section 5.

                  If the sale of Designated Preferred Securities contemplated by
this  Agreement is not  completed due to the  termination  pursuant to the terms
hereof (other than pursuant to Section 9 hereof),  the Company will pay you your
accountable out-of-pocket expenses in connection herewith or in contemplation of
the performance of your  obligations  hereunder,  including  without  limitation
travel expenses, reasonable fees, expenses and disbursements of counsel or other
out-of-pocket  expenses incurred by you in connection with any discussion of the
Offering or the contents of the Registration Statement, any investigation of the
Offerors and the Subsidiaries,  or any preparation for the marketing,  purchase,
sale or delivery of the Designated Preferred Securities,  in each case following
presentation of reasonably detailed invoices therefor.

                  If the sale of Designated Preferred Securities contemplated by
this Agreement is completed, the Company shall not be responsible for payment of
fees or disbursements  of counsel for the Underwriters  other than in accordance
with  paragraph  (c) above,  or for the  reimbursement  of any  expenses  of the
Underwriters.

         6.       Conditions  of  the Underwriters' Obligations. The obligations
                  ---------------------------------------------
of the Underwriters  to  purchase and pay for the Firm Preferred Securities and,
following exercise of the Option,  the  Option Preferred Securities, are subject
to the accuracy of the representations and warranties and to compliance with the
agreements  of  the  Offerors herein as of the date hereof and as of the Closing
Date (or in the case of  the  Option  Preferred  Securities, if  any, as  of the
Option Closing Date),  to the accuracy of the written statements of the Offerors
made pursuant  to  the  provisions hereof, to the performance by the Offerors of
their  covenants  and  obligations  hereunder  and  to  the following additional
conditions:

                  (a) If the  Registration  Statement or any  amendment  thereto
filed prior to the Closing  Date has not been  declared  effective  prior to the
time of execution hereof, the Registration  Statement shall become effective not
later than 10:00 a.m.,  St. Louis time, on the first  business day following the
time of execution of this  Agreement,  or at such later time and date as you may
agree to in writing. If required, the Prospectus and any amendment or supplement
thereto  shall have been timely  filed in  accordance  with Rule 424(b) and Rule
430A under the 1933 Act and Section 4(a) hereof.  No stop order  suspending  the
effectiveness  of the  Registration  Statement or any  amendment  or  supplement
thereto  shall  have  been  issued  under the 1933 Act or any  applicable  state
securities  laws and no proceedings  for that purpose shall have been instituted
or  shall  be  pending,   or,  to  the   knowledge   of  the   Offerors  or  the
Representatives, shall be contemplated by the Commission or any state authority.
Any request on the part of the Commission or any state  authority for additional
information  (to be included in the  Registration  Statement  or  Prospectus  or
otherwise)  shall  have  been  disclosed  to  you  and  complied  with  to  your
satisfaction and to the satisfaction of counsel for the Underwriters.
<PAGE>

                  (b) No Underwriter shall have advised the Company at or before
the  Closing  Date  (and,  if  applicable,  the  Option  Closing  Date) that the
Registration   Statement  or  any  post-effective   amendment  thereto,  or  the
Prospectus or any amendment or supplement thereto,  contains an untrue statement
of a fact which, in your opinion, is material or omits to state a fact which, in
your opinion,  is material and is required to be stated  therein or is necessary
to make  statements  therein (in the case of the  Prospectus or any amendment or
supplement  thereto,  in light of the circumstances  under which they were made)
not misleading.

                  (c) All corporate proceedings and other legal matters incident
to the authorization,  form and validity of this Agreement, the Trust Agreement,
and the Designated Preferred  Securities,  and the authorization and form of the
Registration Statement and Prospectus, other than financial statements and other
financial  data, and all other legal matters  relating to this Agreement and the
transactions contemplated hereby or by the Trust Agreement shall be satisfactory
in all material respects to counsel for the  Underwriters,  and the Offerors and
the  Subsidiaries  shall  have  furnished  to such  counsel  all  documents  and
information  relating thereto that they may reasonably request to enable them to
pass upon such matters.

                  (d) Jackson Walker L.L.P. ("Jackson Walker"),  counsel for the
                                              --------------
Offerors,  shall have  furnished  to you their signed  opinion,  dated as of the
Closing  Date or the  Option  Closing  Date,  as the  case  may be,  in form and
substance satisfactory to counsel for the Underwriters, to the effect that:

                         (i)  The  Company  has  been  duly  incorporated and is
         validly  existing  and  in good standing under the laws of the State of
         Missouri, and  is  duly  registered as a bank holding company under the
         BHC Act.  Each  of  the  Subsidiaries is validly existing and in active
         status  or  good  standing  under  the  laws  of  its  jurisdiction  of
         incorporation  or organization, as the case may be. Each of the Company
         and the Subsidiaries has full corporate or other power and authority to
         own  or  lease  its  properties  and  to  conduct its  business as such
         business  is  described in the Prospectus and is currently conducted in
         all  material  respects. To  the  best of such counsel's knowledge, all
         outstanding shares of capital stock of the Subsidiaries  have been duly
         authorized and validly issued  and are  fully  paid  and  nonassessable
         except  to  the  extent  such  shares may be deemed assessable under 12
         U.S.C. Section  1831o  and,  to  the  best of such counsel's knowledge,
         except as disclosed in the Prospectus, there are no outstanding rights,
         options  or  warrants   to  purchase  any  such  shares  or  securities
         convertible  into  or exchangeable for any such shares of capital stock
         of the Subsidiaries;

                        (ii)  The  capital  stock,  Debentures  and Guarantee of
         the  Company  and  the  equity  securities  of the Trust conform to the
         description  thereof  contained  in  the  Prospectus  in  all  material
         respects. The  capital  stock of the Company authorized as of September
         30, 2002 is  as  set  forth  under  the caption "Capitalization" in the
         Prospectus, and  the  shares  issued  and  outstanding  have  been duly
         authorized  and  validly  issued, and are fully paid and nonassessable,
         except to the extent that such shares may be deemed assessable under 12
         U.S.C. Section 1831o. To  the  best  of  such  counsel's knowledge, and
         except as described in the Registration Statement or the Prospectus (or
         if the Prospectus is not yet in existence, the  most recent Preliminary
         Prospectus) there  are  no  outstanding  rights, options or warrants to
         purchase,   no  other  outstanding  securities  convertible   into   or
         exchangeable  for,  and no commitments, plans or arrangements to issue,
         any shares  of capital stock of the Company or equity securities of the
         Trust, except as described in the Prospectus;
<PAGE>

                       (iii)  The   issuance,   sale   and   delivery   of   the
         Designated Preferred Securities and Debentures in accordance  with  the
         terms and conditions of this Agreement and the Indenture have been duly
         authorized  by  all  necessary  corporate  and  trust  actions  of  the
         Offerors. All of the Designated Preferred Securities have been duly and
         validly   authorized  and,  when  delivered  in  accordance  with  this
         Agreement  will   be  duly  and   validly   issued,  fully   paid   and
         nonassessable,  and  will  conform to  the  description  thereof in the
         Registration  Statement,  the  Prospectus  and the Trust Agreement. The
         Designated  Preferred  Securities have been approved for listing on the
         New  York  Stock Exchange subject to official notice of issuance. There
         are no preemptive or other rights to subscribe for or to purchase, and
         other than  as  disclosed  in  the Prospectus, no restrictions upon the
         voting or transfer of any shares of capital  stock or equity securities
         of the Offerors or the Subsidiaries  pursuant to the corporate charter,
         by-laws or other governing documents (including without limitation, the
         Trust Agreement) of the Offerors or any of the Subsidiaries, or, to the
         best of such counsel's knowledge,  any agreement or other instrument to
         which either Offeror or  any of the Subsidiaries is a party or by which
         either Offeror or any of the Subsidiaries may be bound. The issuance of
         the Designated Preferred Securities is not subject to preemptive
         rights;

                        (iv)  The  Offerors  have  all  requisite  corporate and
         trust  power  to  enter  into  and perform their obligations under this
         Agreement, and  this  Agreement  has  been duly and validly authorized,
         executed and delivered by the Offerors and constitutes the legal, valid
         and binding obligations of the Offerors  enforceable in accordance with
         its terms, except as the enforcement hereof or  thereof  may be limited
         by  general  principles  of  equity  and  by  bankruptcy  or other laws
         relating to or affecting creditors' rights generally, and except as the
         indemnification and contribution provisions hereof may be limited under
         applicable laws and certain remedies may not be available  in  the case
         of a non-material breach;

                         (v)  Each  of  the  Indenture,  the Trust Agreement and
         the  Guarantee  has  been duly qualified under the Trust Indenture Act,
         has been duly authorized, executed and delivered by the Company, and is
         a  valid  and  legally  binding  obligation  of the Company enforceable
         against the Company in accordance with its terms, subject to the effect
         of bankruptcy, insolvency, reorganization, receivership, moratorium and
         other laws affecting the rights and remedies of creditors generally and
         of general principles of equity;

                        (vi)  The  Debentures  have   been    duly   authorized,
         executed, authenticated and delivered by the  Company,  are entitled to
         the benefits  of  the  Indenture  and  are  legal,  valid  and  binding
         obligations  of   the  Company  enforceable  against   the  Company  in
         accordance  with  their  terms,  subject  to  the effect of bankruptcy,
         insolvency,  reorganization,  receivership,  moratorium  and other laws
         affecting the rights and remedies of creditors generally and of general
         principles of equity;

                       (vii)  The  Expense  Agreement  has been duly authorized,
         executed and  delivered  by  the  Company, and  is  a valid and legally
         binding  obligation  of  the Company enforceable against the Company in
         accordance  with  its  terms,  subject  to  the  effect  of bankruptcy,
         insolvency, reorganization, receivership,  moratorium  and  other  laws
         affecting the rights and remedies of creditors generally and of general
         principles of equity;

                      (viii)  To   the   best  of  such   counsel's   knowledge,
         neither of the Offerors nor any of  the  Subsidiaries  is  in breach or
         violation of, or default under, with or without notice or lapse of time

<PAGE>

         or   both,  its  corporate  charter,  by-laws  or  governing   document
         (including without  limitation,  the Trust  Agreement).  The execution,
         delivery and performance of this Agreement and the consummation of the
         transactions contemplated by this Agreement, and the Trust Agreement do
         not and will not conflict with, result in the creation or imposition of
         any material lien, claim,  charge,  encumbrance or restriction upon any
         property  or  assets  of   the  Offerors or  the  Subsidiaries  or  the
         Designated  Preferred  Securities pursuant to, or constitute a material
         breach or violation of, or constitute a material default under, with or
         without  notice  or lapse of time or both, any of the terms, provisions
         or conditions of  the charter, by-laws or governing document (including
         without  limitation,  the  Trust Agreement)  of  the  Offerors  or  the
         Subsidiaries, or to the best of such counsel's knowledge, any  material
         contract, indenture, mortgage, deed of trust, loan or credit agreement,
         note, lease, franchise, license or any other agreement or instrument to
         which either Offeror or the Subsidiaries is a party or  by which any of
         them or any of their respective properties may be  bound  or any order,
         decree,  judgment,  franchise,  license,  material  Permit,  or rule or
         regulation of any court, arbitrator, government, or governmental agency
         or instrumentality, domestic or  foreign,  known to such counsel having
         jurisdiction over the Offerors  or  the  Subsidiaries  or  any of their
         respective properties which, in each case, is material to the  Offerors
         and  the  Subsidiaries  on  a  consolidated  basis.  No  authorization,
         approval, consent or order of, or filing, registration or qualification
         with,   any   person   (including,   without   limitation,  any  court,
         governmental  body  or  authority) is  required  under  Delaware law in
         connection with the transactions  contemplated  by  this  Agreement  in
         connection  with  the  purchase  and  distribution  of  the  Designated
         Preferred Securities by the Underwriters;

                        (ix)  To  the  best of such counsel's knowledge, holders
         of  securities  of  the  Offerors either do not have any right that, if
         exercised,  would  require  the Offerors to cause such securities to be
         included in the  Registration  Statement  or have waived such right. To
         the best of such counsel's knowledge,  neither the  Offerors nor any of
         the Subsidiaries is a party to any agreement or other instrument which
         grants rights for or relating to the registration of any securities of
         the Offerors;

                         (x)  Except  as set forth in the Registration Statement
         and  the  Prospectus,  to  the best of such counsel's knowledge, (i) no
         action, suit or proceeding at law or in equity is pending or threatened
         in writing to which any of the Offerors or the Subsidiaries is or could
         reasonably be expected to become a party, and (ii) no action,  suit  or
         proceeding is pending or threatened in writing against or affecting the
         Offerors or the Subsidiaries or any of their properties,  before  or by
         any   court  or  governmental  official,  commission,  board  or  other
         administrative agency, authority or body, or any arbitrator, wherein an
         unfavorable decision, ruling or finding could reasonably be expected to
         have a material adverse effect on the consummation of this Agreement or
         the  issuance  and  sale  of  the  Designated  Preferred  Securities as
         contemplated   herein   or  the  condition  (financial  or  otherwise),
         earnings, affairs, business, or  results of operations of the Offerors
         and the Subsidiaries on a consolidated basis or which is required to be
         disclosed in the Registration Statement or the Prospectus and is not so
         disclosed;

                        (xi)  No  authorization,  approval,  consent or order of
         or  filing,  registration or qualification with, any person (including,
         without  limitation,  any  court,  governmental  body  or authority) is
         required  in  connection  with  the  transactions  contemplated by this
         Agreement, the Trust Agreement,  the  Registration  Statement  and  the
         Prospectus, except such as have  been  obtained under the 1933 Act, the

<PAGE>

         1934 Act,  and  the  Trust  Indenture  Act,  and  except such as may be
         required under state securities laws or Interpretations or Rules of the
         NASD in connection with the purchase and distribution of the Designated
         Preferred Securities by the Underwriters, as to which such counsel need
         express no opinion;

                       (xii)  The Registration Statement and the  Prospectus and
         any amendments or supplements thereto and  any  documents  incorporated
         therein by reference (other  than  the  financial statements  or  other
         financial or statistical data included therein or omitted therefrom and
         Underwriters' Information, as to which such  counsel  need  express  no
         opinion)  comply   as  to  form  in  all  material  respects  with  the
         requirements of  the  1933 Act and the 1933 Act Regulations as of their
         respective dates of effectiveness;

                      (xiii)  To  the  best  of  such counsel's knowledge, there
         are  no contracts, agreements, leases or other documents of a character
         required to be disclosed in the Registration Statement or Prospectus or
         to  be  filed as exhibits to the Registration Statement that are not so
         disclosed or filed;

                       (xiv)  The   statements  under  the  captions  "Business-
         Supervision and Regulation," "Description of  the  Trust," "Description
         of  the  Preferred  Securities,"  "Description   of   the  Subordinated
         Debentures," "Book-Entry Issuance," "Description  of  the   Guarantee,"
         "Relationship  Among  the   Preferred   Securities,   the  Subordinated
         Debentures and the Guarantee," "Federal Income Tax   Consequences," and
         "ERISA Considerations" in the Prospectus, insofar  as  such  statements
         constitute a summary of legal  and  regulatory  matters,  documents  or
         instruments  referred  to  therein,  are  accurate  descriptions of the
         matters summarized therein in all material respects and fairly  present
         the  information  called  for  with  respect  to  such  legal  matters,
         documents and instruments, other than financial and statistical data as
         to which  said  counsel shall not be required to express any opinion or
         belief;

                        (xv)  Such counsel has been advised by the staff of  the
         Commission  that  the  Registration  Statement   has   become effective
         under  the  1933 Act; any required filing of the Prospectus pursuant to
         Rule 424(b) has  been  made  within  the  time  period required by Rule
         424(b); to  the  best  of  such  counsel's  knowledge,  no  stop  order
         suspending the effectiveness of the  Registration  Statement  has  been
         issued and no proceedings for a stop order are pending or threatened by
         the Commission;

                       (xvi)  Except  as  described  in  or  contemplated by the
         Prospectus,  to  the  best  of  such  counsel's knowledge, there are no
         contractual   encumbrances   or   restrictions,   or   material   legal
         restrictions required to be  described therein on the ability of any of
         the Subsidiaries (A) to  pay  dividends or make any other distributions
         on its capital stock or  to  pay indebtedness owed to the Offerors, (B)
         to make any loans or  advances  to, or  investments in, the Offerors or
         (C) to transfer any of its property or assets to the Offerors; and

                      (xvii)  To the best of such counsel's  knowledge, (A)  the
         business and operations of the Offerors  and  the  Subsidiaries  comply
         in all material respects with all statutes, ordinances, laws, rules and
         regulations applicable  thereto  and which are material to the Offerors
         and the Subsidiaries on a consolidated basis, except in those instances
         where non-compliance would  not  materially  impair  the ability of the

<PAGE>

          Offerors and the  Subsidiaries to conduct their business;  and (B) the
          Offerors  and  the  Subsidiaries  possess  and  are  operating  in all
          material  respects  in  compliance  with  the  terms,  provisions  and
          conditions   of  all  Permits  that  are  required  to  conduct  their
          businesses as described in the Prospectus and that are material to the
          Offerors and the Subsidiaries on a consolidated basis, except in those
          instances where the loss thereof or non-compliance therewith would not
          hav e a  material  adverse  effect  on  the  condition  (financial  or
          otherwise),  earnings,  affairs,  business,  prospects  or  results of
          operations  of the Offerors  and the  Subsidiaries  on a  consolidated
          basis;  to the best of such  counsel's  knowledge,  no action  suit or
          proceeding is pending or threatened  which may lead to the revocation,
          termination,  suspension or non-renewal of any such Permit,  except in
          those  instances  where the loss thereof or  non-compliance  therewith
          would  not  materially  impair  the  ability  of the  Offerors  or the
          Subsidiaries to conduct their businesses.

                  In giving the above  opinion,  such  counsel  may state  that,
insofar  as such  opinion  involves  factual  matters,  they  have  relied  upon
certificates  of  officers  of  the  Offerors  including,   without  limitation,
certificates as to the identity of any and all material  contracts,  indentures,
mortgages,   deeds  of  trust,  loans  or  credit  agreements,   notes,  leases,
franchises,  licenses  or other  agreements  or  instruments,  and all  material
Permits,  easements,  consents,  licenses,  franchises and government regulatory
authorizations,  for purposes of paragraphs (viii),  (xiii) and (xvi) hereof and
certificates of public officials.  In giving such opinion, such counsel may rely
as to matters of  Delaware  law upon the opinion of  Richards,  Layton & Finger,
P.A. described herein.

                  Such counsel shall also confirm  that, in connection  with the
preparation  of the  Registration  Statement  and  Prospectus,  such counsel has
participated in conferences  with officers and  representatives  of the Offerors
and with their independent public accountants and with you and your counsel,  at
which conferences such counsel made inquiries of such officers,  representatives
and  accountants  and  discussed  in detail  the  contents  of the  Registration
Statement and  Prospectus  and the documents  incorporated  therein by reference
(without  taking further action to verify  independently  the statements made in
the   Registration   Statement  and  the   Prospectus,   and  without   assuming
responsibility  for the accuracy or completeness of such  statements,  except to
the extent  expressly  provided above) and such counsel has no reason to believe
(A) that the  Registration  Statement or any amendment  thereto  (except for the
financial  statements and related  schedules and  statistical  data and exhibits
included therein or omitted therefrom or Underwriters' Information,  as to which
such counsel need express no opinion), at the time the Registration Statement or
any such  amendment  became  effective,  contained  any  untrue  statement  of a
material  fact or  omitted  to state any  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading  or (B) that the
Prospectus or any amendment or supplement thereto or the documents  incorporated
therein by reference (except for the financial  statements and related schedules
and  statistical  data and  exhibits  included  therein or omitted  therefrom or
Underwriters' Information, as to which such counsel need express no opinion), at
the Effective Date (or, if the term "Prospectus"  refers to the prospectus first
filed  pursuant  to Rule  424(b)  of the 1933 Act  Regulations,  at the time the
Prospectus was issued), at the time any such amended or supplemented  Prospectus
was issued,  at the Closing Date and, if  applicable,  the Option  Closing Date,
contained  or contains  any untrue  statement  of a material  fact or omitted or
omits to state any material  fact in order to make the  statements  therein,  in
light of the  circumstances  under which they were made, not misleading,  or (C)
that there is any amendment to the Registration  Statement  required to be filed
that has not already been filed.
<PAGE>

                  (e) John S. Daniels,  Esq. ("JSD"),  counsel for the Offerors,
                                               ---
shall have furnished to you his signed opinion,  dated as of the Closing Date or
the Option Closing Date, as the case may be, in form and substance  satisfactory
to counsel for the  Underwriters,  to the effect that,  in  connection  with the
preparation  of the  Registration  Statement  and  Prospectus,  such counsel has
participated in conferences  with officers and  representatives  of the Offerors
and with you and your counsel,  at which conferences such counsel made inquiries
of  such  officers  and  representatives  and  discussed  the  contents  of  the
Registration  Statement and Prospectus and the documents incorporated therein by
reference (without taking further action to verify  independently the statements
made in the  Registration  Statement and the  Prospectus,  and without  assuming
responsibility  for the accuracy or completeness of such  statements,  except to
the extent  expressly  provided above) and such counsel has no reason to believe
(A) that the  Registration  Statement or any amendment  thereto  (except for the
financial statements and related schedules and statistical data included therein
or omitted therefrom or Underwriters' Information, as to which such counsel need
express  no  opinion),  at the  time  the  Registration  Statement  or any  such
amendment became effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading or (B) that the Prospectus or any amendment or supplement
thereto or the  documents  incorporated  therein by  reference  (except  for the
financial statements and related schedules and statistical data included therein
or omitted therefrom or Underwriters' Information, as to which such counsel need
express no opinion),  at the time the  Registration  Statement  became effective
(or, if the term  "Prospectus"  refers to the prospectus first filed pursuant to
Rule 424(b) of the 1933 Act Regulations, at the time the Prospectus was issued),
at the time any such  amended or  supplemented  Prospectus  was  issued,  at the
Closing Date and, if applicable,  the Option Closing Date, contained or contains
any  untrue  statement  of a  material  fact or  omitted  or omits to state  any
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made,
or (C) that there is any amendment to the Registration  Statement required to be
filed that has not already been filed.

                  (f) Richards,  Layton & Finger, P.A., special Delaware counsel
to the Offerors,  shall have furnished to you their signed opinion,  dated as of
Closing  Date or the  Option  Closing  Date,  as the  case  may be,  in form and
substance satisfactory to counsel for the Underwriters, to the effect that:

                         (i)  The  Trust  has  been  duly created and is validly
         existing  in good  standing  as  a  statutory  trust under the Delaware
         Statutory Trust Act.

                        (ii)  The   Trust  Agreement  constitutes  a  valid  and
         binding  obligation  of the Company and the Trustees and is enforceable
         against the Company and the Trustees in accordance with its terms.

                        iii)  Under  the  Delaware  Statutory  Trust Act and the
         Trust Agreement,  the  Trust  has the trust powers and authority (a) to
         execute   and  deliver, and  to  perform  its  obligations  under  this
         Agreement, (b) to  issue  and  perform  its obligations under the Trust
         Securities; and (c)  to  conduct  its  business  as  described  in  the
         Prospectus.

                        (iv)  Under  the  Delaware  Statutory  Trust Act and the
         Trust  Agreement,  the  execution  and  delivery  by  the Trust of this
         Agreement,  and  the  performance by the Trust of its obligations under
         this Agreement, have been duly authorized by all necessary trust action
         on the part of the Trust.
<PAGE>

                         (v)  The Preferred Securities have been duly authorized
         by the Trust Agreement and  are  validly  issued  and  subject  to  the
         qualification  expressed  in  paragraph  (vi)  below,  fully  paid  and
         nonassessable  beneficial  interests in the assets of the Trust and are
         entitled   to  the  benefits  of  the  Trust  Agreement.  The  form  of
         Certificate has been duly authorized by the Trust and complies with all
         applicable requirements of the Delaware Statutory Trust Act.

                        (vi)  Holders  of  Designated  Preferred  Securities, as
         beneficial owners of the Trust, will be entitled to the same limitation
         of personal liability extended to shareholders of  private,  for-profit
         corporations organized under the  General  Corporation Law of the State
         of Delaware. Such opinion may  note  that  the  holders  of  Designated
         Preferred Securities may be  obligated to make payments as set forth in
         the Trust Agreement.

                       (vii)  Under  the  Delaware  Statutory  Trust Act and the
         Trust Agreement, the issuance of the Designated Preferred Securities is
         not subject to preemptive rights.

                      (viii)  The   issuance  and  sale  by  the  Trust  of  the
         Designated  Preferred   Securities  and   the  Common  Securities,  the
         execution, delivery and performance by the Trust of this Agreement, and
         the  consummation by the Trust of the transactions contemplated by this
         Agreement, do not violate (a) any provisions of the Trust Agreement, or
         (b) any applicable Delaware law, rule or regulation.

                        (ix)  Neither  the  execution,  delivery and performance
         by  the  Trust  of  this Agreement, nor the offering, issuance, sale or
         delivery  of the Preferred Securities, requires the consent or approval
         of, the  withholding  of objection on the part of, the giving of notice
         to, the  filing, registration  or  qualification with, or the taking of
         any action in respect of, any  governmental  authority or agency of the
         State of Delaware, other than the  filing  of  the Certificate of Trust
         with the Secretary of State.

                  Such  opinion  may state that it is limited to the laws of the
State of Delaware and that the opinions  expressed in paragraphs  (ii) and (iii)
above are subject to the effect upon the Trust  Agreement,  the Debentures,  the
Indenture,   the  Guarantee  and  the  Expense   Agreement  of  (i)  bankruptcy,
insolvency, moratorium,  receivership,  reorganization,  liquidation, fraudulent
conveyance  and other  similar  laws  relating  to or  affecting  the rights and
remedies of creditors generally, (ii) principles of equity, including applicable
law relating to fiduciary duties  (regardless of whether  considered and applied
in a proceeding in equity or at law), and (iii) the effect of applicable  public
policy on the  enforceability  of  provisions  relating  to  indemnification  or
contribution.

                  (g) Bryan Cave LLP, counsel for the  Underwriters,  shall have
furnished you their signed opinion, dated the Closing Date or the Option Closing
Date,  as the case may be,  with  respect to the  sufficiency  of all  corporate
procedures and other legal matters  relating to this Agreement,  the validity of
the Designated Preferred Securities,  the Registration Statement, the Prospectus
and such other  related  matters as you may  reasonably  request and there shall
have been furnished to such counsel such documents and other information as they
may request to enable  them to pass on such  matters.  In giving  such  opinion,
Bryan Cave LLP may rely as to matters of fact upon statements and certifications
of officers of the Offerors and of other appropriate  persons and may rely as to
matters of law,  other than law of the United  States and the State of Missouri,
upon the opinions of JSD,  Jackson  Walker and Richards,  Layton & Finger,  P.A.
described herein.
<PAGE>

                  (h) On the  date of this  Agreement  and on the  Closing  Date
(and, if applicable,  any Option Closing Date), the  Representatives  shall have
received  from  KPMG LLP a  letter,  dated  the date of this  Agreement  and the
Closing Date (and, if applicable,  the Option Closing  Date),  respectively,  in
form and substance satisfactory to the Representatives, confirming that they are
independent public accountants with respect to Company (which shall be inclusive
of its  subsidiaries  for purposes of this Section 6(g)),  within the meaning of
the 1933 Act and the 1933 Act Regulations, and stating in effect that:

                         (i)  In   their  opinion,  the  consolidated  financial
         statements  of  the  Company  audited  by  them  and  included  in  the
         Registration Statement comply as to form in all material respects  with
         the applicable accounting requirements of the 1933 Act,  the  1933  Act
         Regulations, the 1934 Act and the 1934 Act Regulations.

                        (ii)  On  the  basis  of the procedures specified by the
         American Institute of Certified Public  Accountants as described in SAS
         No. 71, "Interim Financial Information,"  inquiries of officials of the
         Company responsible for financial  and  accounting  matters,  and  such
         other inquiries and procedures  as  may  be  specified  in such letter,
         which   procedures do not  constitute an audit in accordance  with U.S.
         generally  accepted auditing standards, nothing came to their attention
         that caused  them to believe that, if applicable, the unaudited interim
         consolidated   financial  statements  of the  Company  included  in the
         Registration  Statement  do  not  comply  as to  form  in all  material
         respects  with the applicable accounting  requirements of the 1933 Act,
         1933  Act Regulations, including without limitation, Regulation S-K, or
         are   not  in  conformity  with  U.S.  generally  accepted   accounting
         principles   applied  on a basis  substantially  consistent,  except as
         noted in  the  Registration  Statement,  with the basis for the audited
         consolidated   financial  statements  of the  Company  included  in the
         Registration Statement.

                       (iii)  On   the   basis   of   limited   procedures,  not
         constituting  an  audit  in  accordance  with  U.S.  generally accepted
         auditing standards, consisting  of  a  reading of the unaudited interim
         financial statements and other information referred to below, a reading
         of  the  latest  available  unaudited  condensed consolidated financial
         statements  of  the  Company,  inspection  of  the  minute books of the
         Company  since  the  date of the latest audited financial statements of
         the  Company  included or incorporated by reference in the Registration
         Statement,  inquiries  of  officials  of  the  Company  responsible for
         financial   and   accounting  matters  and  such  other  inquiries  and
         procedures  as  may  be specified in such letter, nothing came to their
         attention that caused them to believe that:

                                    (A)  as  of  a  specified date not more than
                  five days prior  to  the  date of such letter, there have been
                  any changes in the  consolidated capital stock of the Company,
                  any increase  in  the  consolidated  debt  of the Company, any
                  decreases in consolidated total assets or shareholders' equity
                  of the Company,  or  any  changes,  decreases  or increases in
                  other items specified by the Representatives,  in each case as
                  compared  with  amounts  shown in the latest unaudited interim
                  consolidated  statement  of financial condition of the Company
                  included in the Registration Statement except in each case for
                  changes,  increases   or   decreases  which  the  Registration
                  Statement specifically discloses,  have  occurred or may occur
                  or which are described in such letter; and
<PAGE>

                                    (B) for  the  period  from  the  date of the
                  latest unaudited  interim consolidated financial statements of
                  the Company  included  in  the  Registration Statement to  the
                  specified date referred to in clause (iii)(A), there were  any
                  decreases in the consolidated interest  income,  net  interest
                  income, or net income of  the  Company  or  in  the  per share
                  amount of net income of the Company, or any changes, decreases
                  or   increases   in   any   other  items  specified   by   the
                  Representatives, in each  case as compared with the comparable
                  period of the preceding  year  and  with  any  other period of
                  corresponding length specified by  the Representatives, except
                  in each case for increases or decreases which the Registration
                  Statement  discloses  have occurred or may occur, or which are
                  described in such letter.

                        (iv)  In   addition  to  the  audit referred to in their
         report  included   in  the  Registration  Statement   and  the  limited
         procedures, inspection of minute books, inquiries and other  procedures
         referred to in paragraphs (ii) and (iii) above, they  have  carried out
         certain specified procedures,  not  constituting an audit in accordance
         with  U.S. generally  accepted  auditing  standards,  with  respect  to
         certain amounts, percentages and financial information specified by the
         Representatives  which  are derived from the general accounting records
         and consolidated financial statements of the Company  which  appea r in
         the Registration Statement, and have compared such amounts, percentages
         and financial information with the accounting records and  the material
         derived from such records and consolidated financial  statements of the
         Company have found them to be in agreement.

                  In the event that the  letters  to be  delivered  referred  to
above set forth any such changes, decreases or increases as specified in clauses
(iii)(A) or (iii)(B) above,  or any exceptions from such agreement  specified in
clause (iv) above,  it shall be a further  condition to the  obligations  of the
Underwriters that the Representatives  shall have determined,  after discussions
with officers of the Company  responsible for financial and accounting  matters,
that such changes,  decreases,  increases or exceptions as are set forth in such
letters do not (x) reflect a material  adverse change in the items  specified in
clause (iii)(A) above as compared with the amounts shown in the latest unaudited
consolidated  statement  of financial  condition of the Company  included in the
Registration  Statement,  (y)  reflect a  material  adverse  change in the items
specified in clause (iii)(B) above as compared with the corresponding periods of
the prior year or other period specified by the Representatives,  or (z) reflect
a material change in items specified in clause (iv) above from the amounts shown
in the Preliminary Prospectus distributed by the Underwriters in connection with
the offering contemplated hereby or from the amounts shown in the Prospectus.

                  (i) [Reserved].

                  (j) At the Closing Date and, if applicable, the Option Closing
Date, you shall have received  certificates of the President and Chief Operating
Officer and the  Executive  Vice  President and Chief  Financial  Officer of the
Company,  which certificates shall be deemed to be made on behalf of the Company
dated as of the  Closing  Date and,  if  applicable,  the Option  Closing  Date,
evidencing  satisfaction  of the conditions of Section 6(a) and stating that (i)
the  representations  and  warranties  of the Company set forth in Section  2(a)
hereof are  accurate  as of the  Closing  Date and,  if  applicable,  the Option

<PAGE>

Closing  Date,  and that the Offerors  have  complied  with all  agreements  and
satisfied all  conditions on their part to be performed or satisfied at or prior
to such Closing Date; (ii) since the respective dates as of which information is
given in the Registration  Statement and the Prospectus,  there has not been any
material  adverse change in the condition  (financial or  otherwise),  earnings,
affairs,  business,  prospects or results of  operations of the Offerors and the
Subsidiaries on a consolidated  basis; (iii) since such dates there has not been
any material  transaction entered into by the Offerors or the Subsidiaries other
than  transactions  in the  ordinary  course  of  business;  and (iv)  they have
carefully  examined the Registration  Statement and the Prospectus as amended or
supplemented  and  nothing has come to their  attention  that would lead them to
believe  that  either  the  Registration  Statement  or the  Prospectus,  or any
amendment or supplement thereto as of their respective effective or issue dates,
contained,  and the Prospectus as amended or  supplemented  at such Closing Date
(and, if applicable,  the Option Closing Date), contains any untrue statement of
a material fact, or omits to state a material fact required to be stated therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading;  and (v) covering such
other matters as you may reasonably  request.  The officers'  certificate of the
Company  shall  further  state that no stop  order  affecting  the  Registration
Statement is in effect or, to their knowledge, threatened.

                  (k) At the Closing Date and, if applicable, the Option Closing
Date, you shall have received a certificate of an authorized  representative  of
the Trust to the effect  that to the best of his or her  knowledge  based upon a
reasonable  investigation,  the  representations  and warranties of the Trust in
this Agreement are true and correct as though made on and as of the Closing Date
(and, if applicable,  the Option Closing Date);  the Trust has complied with all
the agreements and satisfied all the conditions required by this Agreement to be
performed  or  satisfied  by the Trust on or prior to the Closing Date and since
the most recent date as of which information is given in the Prospectus,  except
as  contemplated  by the  Prospectus,  the Trust has not  incurred  any material
liabilities or obligations,  direct or contingent,  or entered into any material
transactions  not in the ordinary  course of business and there has not been any
material adverse change in the condition (financial or otherwise) of the Trust.

                  (l) On the Closing Date, you shall have received duly executed
counterparts  of the Trust  Agreement,  the  Guarantee,  the  Indenture  and the
Expense Agreement.

                  (m) The NASD,  upon review of the terms of the public offering
of  the  Designated  Preferred  Securities,  shall  not  have  objected  to  the
Underwriters' participation in such offering.

                  (n) Prior to the Closing Date and, if  applicable,  the Option
Closing  Date,  the  Offerors  shall have  furnished  to you and counsel for the
Underwriters  all such other  documents,  certificates and opinions as they have
reasonably requested.

                  All opinions, certificates,  letters and other documents shall
be in  compliance  with  the  provisions  hereof  only  if they  are  reasonably
satisfactory  in form and substance to you. The Offerors  shall furnish you with
conformed copies of such opinions, certificates,  letters and other documents as
you shall reasonably request.

                  If any of the  conditions  referred to in this Section 6 shall
not have been fulfilled when and as required by this  Agreement,  this Agreement
and all of the Underwriters'  obligations  hereunder may be terminated by you on
notice to the Company at, or at any time before,  the Closing Date or the Option
Closing Date, as applicable.  Any such termination shall be without liability of
the Underwriters to the Offerors.
<PAGE>

         7.       Indemnification and Contribution.
                  --------------------------------

                  (a) The Offerors  jointly and severally agree to indemnify and
hold harmless each Underwriter,  each of its directors, officers and agents, and
each person, if any, who controls any Underwriter within the meaning of the 1933
Act,  against any and all losses,  claims,  damages,  liabilities  and  expenses
(including  reasonable costs of investigation and attorneys' fees and expenses),
joint or  several,  arising out of or based upon:  (i) any untrue  statement  or
alleged  untrue  statement  of a material  fact made by the Company or the Trust
contained in Section 2(a) of this Agreement (or any certificate delivered by the
Company or the Trust  pursuant to  Sections  6(j),  6(k) or 6(n)  hereof) or the
registration  statement as originally filed or the Registration  Statement,  any
Preliminary  Prospectus  or the  Prospectus,  or in any  amendment or supplement
thereto;  (ii) any omission or alleged  omission to state a material fact in the
registration  statement as originally filed or the Registration  Statement,  the
Preliminary  Prospectus  or the  Prospectus,  or in any  amendment or supplement
thereto,  required  to be stated  therein or  necessary  to make the  statements
therein  not  misleading,  and  against  any and all  losses,  claims,  damages,
liabilities  and  expenses  (including  reasonable  costs of  investigation  and
attorneys'  fees),  joint or  several,  arising  out of or based upon any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Preliminary  Prospectus  or the  Prospectus,  or in any  amendment or supplement
thereto,  or arising out of or based upon any  omission  or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading; or (iii) the enforcement of this indemnification provision
or the  contribution  provisions of Section 7(d); and shall  reimburse each such
indemnified  party for any legal or other  expenses as incurred (but in no event
less frequently than 30 days after each invoice is submitted,  incurred) by them
in  connection  with  investigating  or  defending  against  or  appearing  as a
third-party witness in connection with any such loss, claim,  damage,  liability
or action, notwithstanding the possibility that payments for such expenses might
later be held to be  improper,  in which case such  payments  shall be  promptly
refunded;  provided,  however, that the Offerors shall not be liable in any such
case to the  extent,  but only to the  extent,  that any  such  losses,  claims,
damages,  liabilities  and  expenses  arise out of or are based  upon any untrue
statement  or  omission  or  allegation  thereof  that has been made  therein or
omitted  therefrom in reliance  upon and in  conformity  with the  Underwriters'
Information; provided, that the indemnification contained in this paragraph with
respect  to any  Preliminary  Prospectus  shall not inure to the  benefit of any
Underwriter  (or of any person  controlling  any  Underwriter) to the extent any
such losses, claims, damages,  liabilities or expenses directly results from the
fact that such Underwriter sold Designated  Preferred  Securities to a person to
whom there was not sent or given,  at or prior to the  written  confirmation  of
such  sale,  a  copy  of the  Prospectus  (as  amended  or  supplemented  if any
amendments or supplements thereto shall have been furnished to you in sufficient
time to distribute  same with or prior to the written  confirmation  of the sale
involved),  if required by law, and if such loss,  claim,  damage,  liability or
expense  would not have  arisen but for the  failure to give or send such person
such document. The foregoing indemnity agreement is in addition to any liability
the Company or the Trust may otherwise have to any such indemnified party.
<PAGE>

                  (b) Each  Underwriter,  severally  and not jointly,  agrees to
indemnify and hold harmless each  Offeror,  each of its  directors,  each of its
officers who signed the  Registration  Statement  and each  person,  if any, who
controls  an Offeror  within the  meaning of the 1933 Act, to the same extent as
required by the foregoing  indemnity from the Company to each  Underwriter,  but
only with respect to the  Underwriters'  Information.  The  foregoing  indemnity
agreement is in addition to any liability  which any  Underwriter  may otherwise
have to any such indemnified party.

                  (c) If any  action  or claim  shall  be  brought  or  asserted
against any indemnified party or any person  controlling an indemnified party in
respect of which  indemnity  may be sought  from the  indemnifying  party,  such
indemnified  party or controlling  person shall promptly notify the indemnifying
party in writing,  and the indemnifying  party shall assume the defense thereof,
including the employment of counsel  reasonably  satisfactory to the indemnified
party and the payment of all expenses; provided, however, that the failure so to
notify the  indemnifying  party shall not relieve it from any liability which it
may have to an  indemnified  party  otherwise  than  under such  paragraph,  and
further, shall only relieve it from liability under such paragraph to the extent
prejudiced  thereby.  Any indemnified party or any such controlling person shall
have the right to employ separate  counsel in any such action and to participate
in the defense  thereof,  but the fees and expenses of such counsel  shall be at
the expense of such indemnified party or such controlling  person unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing,  (ii) the  indemnifying  party has failed to assume  the  defense or to
employ counsel  reasonably  satisfactory to the  indemnified  party or (iii) the
named parties to any such action (including any impleaded  parties) include both
such indemnified party or such controlling person and the indemnifying party and
such  indemnified  party or such  controlling  person shall have been advised by
such counsel that there may be one or more legal  defenses  available to it that
are different from or in addition to those available to the  indemnifying  party
(in which case, if such  indemnified  party or controlling  person  notifies the
indemnifying  party in writing that it elects to employ separate  counsel at the
expense of the indemnifying  party,  the  indemnifying  party shall not have the
right to assume the defense of such action on behalf of such  indemnified  party
or such controlling person) it being understood,  however, that the indemnifying
party  shall  not,  in  connection  with any one such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys at any time and for all
such indemnified parties and controlling persons, which firm shall be designated
in writing by the indemnified  party(ies) (and, if such indemnified  parties are
Underwriters,  by you,  as  Representatives).  Each  indemnified  party and each
controlling  person,  as a condition  of such  indemnity,  shall use  reasonable
efforts to  cooperate  with the  indemnifying  party in the  defense of any such
action or claim. The  indemnifying  party shall not be liable for any settlement
of any such action effected without its written consent, but if there be a final
judgment for the plaintiff in any such action,  the indemnifying party agrees to
indemnify  and hold  harmless  any  indemnified  party and any such  controlling
person from and against any loss, claim, damage,  liability or expense by reason
of such settlement or judgment.

                  An  indemnifying  party shall not,  without the prior  written
consent of each indemnified party, settle, compromise or consent to the entry of
any judgment in any pending or threatened claim,  action,  suit or proceeding in
respect  of  which  indemnity  may be  sought  hereunder  (whether  or not  such
indemnified  party or any person who controls such indemnified  party within the
meaning of the 1933 Act is a party to such claim,  action,  suit or proceeding),
unless such  settlement,  compromise or consent  includes a release of each such
indemnified  party reasonably  satisfactory to each such  indemnified  party and
each such  controlling  person  from all  liability  arising  out of such claim,
action,  suit or proceeding or unless the indemnifying  party shall confirm in a
written agreement with each indemnified party, that notwithstanding any federal,
state or common law, such settlement,  compromise or consent shall not alter the
right of any  indemnified  party or  controlling  person to  indemnification  or
contribution as provided in this Agreement.
<PAGE>

                  (d) If the  indemnification  provided for in this Section 7 is
unavailable  or  insufficient  to  hold  harmless  an  indemnified  party  under
paragraphs  (a),  (b) or (c) hereof in respect of any losses,  claims,  damages,
liabilities or expenses referred to therein,  then each  indemnifying  party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or  payable  by such  indemnified  party as a  result  of such  losses,  claims,
damages,  liabilities  or expenses (i) in such  proportion as is  appropriate to
reflect the relative  benefits  received by the Offerors on the one hand and the
Underwriters  on  the  other  from  the  offering  of the  Designated  Preferred
Securities  or (ii) if the  allocation  provided  by  clause  (i)  above  is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault  of the  Offerors  on the one hand and the  Underwriters  on the  other in
connection  with the  statements  or  omissions  that  resulted in such  losses,
claims,  damages,  liabilities  or  expenses,  as  well  as any  other  relevant
equitable considerations.  The relative benefits received by the Offerors on the
one hand and the  Underwriters  on the  other  shall be deemed to be in the same
proportion  as the  total  net  proceeds  from the  offering  of the  Designated
Preferred  Securities (before deducting  expenses) received by the Offerors bear
to the total underwriting  discounts,  commissions and compensation  received by
the  Underwriters,  in each case as set forth in the table on the cover  page of
the  Prospectus.  The relative  fault of the Offerors on the one hand and of the
Underwriters  on the other shall be  determined  by  reference  to,  among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied  by the  Offerors  or by the  Underwriters  and the  parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such untrue statement or omission.  The Offerors and the Underwriters agree that
it would not be just and equitable if  contribution  pursuant to this  paragraph
(d) were  determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to herein.
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages,  liabilities and expenses referred to in the first sentence of
this paragraph (d) shall be deemed to include,  subject to the  limitations  set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection  with  investigating  or defending any such action or claim.
Notwithstanding  the provisions of this  paragraph (d), no Underwriter  shall be
required  to  contribute  any  amount in excess of the amount by which the total
price  at  which  the  Designated  Preferred  Securities  underwritten  by  such
Underwriter and distributed to the public were offered to the public exceeds the
amount of any damages that such  Underwriter  has otherwise been required to pay
by reason of such  untrue or alleged  untrue  statement  or  omission or alleged
omission. No person guilty of fraudulent  misrepresentation  (within the meaning
of Section  11(f) of the 1933 Act) shall be  entitled to  contribution  from any
person who was not guilty of such fraudulent misrepresentation.

                  For purposes of this  paragraph  (d), each person who controls
an Underwriter  within the meaning of the 1933 Act shall have the same rights to
contribution as such Underwriter, and each person who controls an Offeror within
the  meaning of the 1933 Act,  each  officer and trustee of an Offeror who shall
have signed the  Registration  Statement  and each  director of an Offeror shall
have the same rights to contribution as the Offerors subject in each case to the
preceding  sentence.  The  obligations  of the Offerors under this paragraph (d)
shall be in addition to any liability  which the Offerors may otherwise have and
the  obligations  of the  Underwriters  under  this  paragraph  (d)  shall be in
addition to any liability that the Underwriters may otherwise have.
<PAGE>

                  (e) The indemnity  and  contribution  agreements  contained in
this Section 7 and the  representations and warranties of the Offerors set forth
in  this  Agreement  shall  remain  operative  and in  full  force  and  effect,
regardless of (i) any  investigation  made by or on behalf of any Underwriter or
any person  controlling an  Underwriter  or by or on behalf of the Offerors,  or
such directors, trustees or officers (or any person controlling an Offeror, (ii)
acceptance of any Designated Preferred Securities and payment therefor hereunder
and (iii) any termination of this  Agreement.  A successor of any Underwriter or
of  an  Offeror,  such  directors,  trustees  or  officers  (or  of  any  person
controlling  an  Underwriter or an Offeror) shall be entitled to the benefits of
the  indemnity,  contribution  and  reimbursement  agreements  contained in this
Section 7.

                  (f) The Company  agrees to indemnify the Trust against any and
all losses,  claims,  damages or liabilities  that may become due from the Trust
under this Section 7.

         8. Termination. You shall have the right to terminate this Agreement at
            -----------
any  time  by written notice at or prior to the Closing Date or, with respect to
the Underwriters' obligation to purchase the Option Preferred Securities, at any
time at  or  prior  to the Option Closing Date, without liability on the part of
the Underwriters to the Offerors, if:

                  (a) Either Offeror shall have failed,  refused, or been unable
to perform any agreement on its part to be performed  under this  Agreement,  or
any of the  conditions  referred to in Section 6 shall not have been  fulfilled,
when and as required by this Agreement;

                  (b)  The  Offerors  or  any  of the  Subsidiaries  shall  have
sustained  any  material  loss or  interference  with its  business  from  fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental  action, order or decree which in the
judgment of the Representatives materially impairs the investment quality of the
Designated Preferred Securities;

                  (c) There  has been  since  the  respective  dates as of which
information  is given  in the  Registration  Statement  or the  Prospectus,  any
materially  adverse change in, or any development  which is reasonably likely to
have a material  adverse  effect on, the  condition  (financial  or  otherwise),
earnings, affairs, business,  prospects or results of operations of the Offerors
and the  Subsidiaries  on a  consolidated  basis,  whether or not arising in the
ordinary course of business;

                  (d) There has occurred any  outbreak of  hostilities  or other
calamity  or crisis  or  material  change  in  general  economic,  political  or
financial  conditions,  or  internal  conditions,  the  effect  of  which on the
financial markets of the United States is such as to make it, in your reasonable
judgment, impracticable to market the Designated Preferred Securities or enforce
contracts for the sale of the Designated Preferred Securities;

                  (e)  Trading  generally  on the New York Stock  Exchange,  the
American Stock Exchange or the Nasdaq National Market shall have been suspended,
or minimum  or maximum  prices for  trading  shall have been  fixed,  or maximum
ranges for  prices  for  securities  shall  have been  required,  by any of said
exchanges  or market  system  or by the  Commission  or any  other  governmental
authority;

                  (f) A banking  moratorium  shall have been  declared by either
federal, Missouri, Illinois, Texas or California authorities; or
<PAGE>

                  (g) Any  action  shall have been  taken by any  government  in
respect of its  monetary  affairs  which,  in your  reasonable  judgment,  has a
material adverse effect on the United States securities markets.

                  If this Agreement shall be terminated pursuant to this Section
8, the Offerors shall not then be under any liability to the Underwriters except
as provided in Sections 5 and 7 hereof.

         9.       Default  of  Underwriters.  If any Underwriter or Underwriters
                  -------------------------
shall  default  in  its  or  their  obligations to purchase Designated Preferred
Securities hereunder, the  other  Underwriters  shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Designated
Preferred  Securities  which  such defaulting Underwriter or Underwriters agreed
but failed to  purchase; provided, however, that the non-defaulting Underwriters
shall be  under  no  obligation  to  purchase  that  portion  of such Designated
Preferred Securities  to  the  extent  that  the  aggregate number of Designated
Preferred Securities  to  be purchased by such non-defaulting Underwriters shall
exceed 110% of  the aggregate underwriting commitments with respect to such non-
defaulting Underwriters as set forth in Schedule I hereto, and provided further,
that no  non-defaulting  Underwriter  shall  be obligated to purchase Designated
Preferred Securities  to the extent that the number of such Designated Preferred
Securities is more  than  110% of such Underwriter's underwriting commitment set
forth in Schedule I hereto.

                  In the  event  that the  non-defaulting  Underwriters  are not
obligated  under  the above  paragraph  to  purchase  the  Designated  Preferred
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase, the Representatives may in their discretion arrange for one or more of
the  Underwriters  or for another party or parties to purchase  such  Designated
Preferred  Securities on the terms contained  herein. If within one business day
after such default the  Representatives  do not arrange for the purchase of such
Designated Preferred Securities, then the Company shall be entitled to a further
period of one  business  day within  which to procure  another  party or parties
satisfactory  to the  Representatives  to  purchase  such  Designated  Preferred
Securities on such terms.

                  In the event that the  Representatives  or the  Company do not
arrange  for the  purchase of any  Designated  Preferred  Securities  to which a
default relates as provided above, this Agreement shall be terminated.

                  If the remaining Underwriters or substituted  underwriters are
required  hereby or agree to take up all or a part of the  Designated  Preferred
Securities  of a  defaulting  Underwriter  or  Underwriters  as provided in this
Section  9, (i) you shall  have the right to  postpone  the  Closing  Date for a
period of not more than five full business  days, in order to effect any changes
that, in the opinion of counsel for the Underwriters or the Company, may thereby
be made necessary in the  Registration  Statement or the  Prospectus,  or in any
other  documents  or  agreements,  and the Company  agrees  promptly to file any
amendments to the Registration Statement or supplements to the Prospectus which,
in its opinion, may thereby be made necessary and (ii) the respective numbers of
Designated Preferred Securities to be purchased by the remaining Underwriters or
substituted  underwriters  shall  be taken  as the  basis of their  underwriting
obligation for all purposes of this  Agreement.  Nothing herein  contained shall
relieve any  defaulting  Underwriter  of any  liability  it may have for damages
occasioned by its default hereunder.  Any termination of this Agreement pursuant
to this Section 9 shall be without  liability on the part of any  non-defaulting
Underwriter  or the  Company,  except  for  expenses  to be paid  or  reimbursed
pursuant to Section 5 and except for the provisions of Section 7.
<PAGE>

         10.      Effective Date of Agreement. If the Registration Statement  is
                  ---------------------------
not effective  at  the time of execution of this Agreement, this Agreement shall
become  effective  on the Effective Date at the time the Commission declares the
Registration  Statement  effective. The  Company  shall  immediately  notify the
Underwriters when the Registration Statement becomes effective.

                  If the  Registration  Statement  is  effective  at the time of
execution  of this  Agreement,  this  Agreement  shall  become  effective at the
earlier of 11:00 a.m. St. Louis time,  on the first full  business day following
the day on which this  Agreement  is  executed,  or at such  earlier time as the
Representatives  shall release the Designated  Preferred  Securities for initial
public offering. The Representatives shall notify the Offerors immediately after
they have taken any action which causes this Agreement to become effective.

                  Until such time as this Agreement shall have become effective,
it  may  be  terminated  by  the  Offerors,  by  notifying  you  or by  you,  as
Representatives of the several Underwriters, by notifying either Offeror, except
that the provisions of Sections 5 and 7 shall at all times be effective.

         11.      Representations,   Warranties   and   Agreements   to  Survive
                  --------------------------------------------------------------
Delivery. The representations,  warranties,  indemnities,  agreements  and other
--------
statements of the Offerors and their officers and trustees set forth in or  made
pursuant to this Agreement and  the agreements of the Underwriters  contained in
Section 7 hereof shall remain operative and in full force and  effect regardless
of any investigation made by or on behalf of the Offerors or controlling persons
of either Offeror, or by or on behalf of the Underwriters or controlling persons
of the  Underwriters,  and  shall  survive  delivery  of  and  payment  for  the
Designated  Preferred  Securities. The  obligations  of  the Company pursuant to
Section 5 shall  survive  delivery of and  payment  for the Designated Preferred
Securities and shall survive any termination or cancellation of this Agreement.

         12.      Notices.  Except  as otherwise provided in this Agreement, all
                  -------
notices  and  other  communications  hereunder  shall be in writing and shall be
deemed to have been duly given if delivered by hand,  mailed  by  registered  or
certified mail, return receipt requested, or transmitted by any standard form of
telecommunication and confirmed. Notices to either  Offeror  shall  be  sent  to
First Banks, Inc., 600 James S. McDonnell Boulevard,  Hazelwood, Missouri 63042,
Attention:  Allen H.  Blake  (with  a  copy to John S. Daniels, Esq., 6440 North
Central Expressway, Suite 503, Dallas, Texas 75206 and to Jackson Walker L.L.P.,
901 Main Street, Suite 6000, Dallas, Texas 75202, Attention: James S. Ryan, III,
Esq.); and  notices  to  the  Underwriters  shall  be sent to Stifel, Nicolaus &
Company, Incorporated,  One  Financial Plaza, 501 North Broadway, 9th Floor, St.
Louis, Missouri 63102, Attention: Rick E. Maples, and to Fahnestock & Co. Inc.,
125 Broad Street, New York, New York 10004, Attention: Corporate Syndicate (with
a copy to Bryan Cave LLP, 211 North Broadway,  Suite 3600,  St. Louis,  Missouri
63102, Attention: Harold R. Burroughs, Esq.). In  all  dealings with the Company
under  this  Agreement,  Stifel,  Nicolaus  &  Company, Incorporated, shall  act
jointly as representatives of and on behalf of the several Underwriters, and the
Company shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of the Underwriters, made or given  by  Stifel,  Nicolaus  &
Company, Incorporated and Fahnestock & Co. Inc. on  behalf  of the Underwriters,
as if the same shall have been made or given in writing by the Underwriters.  No
statement, request, notice, agreement or action issued or  taken  in  connection
with the Offering by Stifel, Nicolaus & Company, Incorporated  or  Fahnestock  &
Co. Inc. acting alone, without the express written agreement of the other party,
shall be valid and binding against the other or the several Underwriters.
<PAGE>

         13.      Parties. The Agreement herein set forth is made solely for the
                  -------
benefit of the  Underwriters  and the  Offerors  and,  to the extent  expressed,
directors,  trustees and officers of the Offerors,  any person  controlling  the
Offerors or the Underwriters,  and their respective  successors and assigns.  No
other  person  shall  acquire  or have  any  right  under or by  virtue  of this
Agreement. The term "successors and assigns" shall not include any purchaser, in
his status as such purchaser,  from the Underwriters of the Designated Preferred
Securities.

         14.      Governing Law. This Agreement shall be governed by the laws of
                  -------------
the  State  of Missouri, without giving effect to the choice of law or conflicts
of law principles thereof.

         15.      Counterparts. This  Agreement  may  be executed in one or more
                  ------------
counterparts, and  when a counterpart has been executed by each party hereto all
such counterparts taken together shall constitute one and the same Agreement.



         [The remainder of this page has been left blank intentionally]





<PAGE>


                  If the foregoing is in accordance with the your  understanding
of our agreement,  please sign and return to us a counterpart hereof,  whereupon
this shall become a binding agreement between the Company,  the Trust and you in
accordance with its terms.

                                Very truly yours,

                                FIRST BANKS, INC.


                                By:
                                    --------------------------------------------
                                Name:    Allen H. Blake
                                Title:   President, Chief Financial Officer
                                         and Secretary


                                FIRST PREFERRED CAPITAL TRUST IV

                                By:
                                   ---------------------------------------------
                                Name:   Allen H. Blake
                                Title:  Administrative Trustee


CONFIRMED AND ACCEPTED,
as of March 26, 2003

STIFEL, NICOLAUS & COMPANY, INCORPORATED


By:
   -----------------------------------------
     Name:      Mark J. Ross
     Title:     Managing Director


FAHNESTOCK & CO. INC.


By:
   -----------------------------------------
     Name:      Jason Janosz
     Title:     Senior Vice President

For themselves and as Representatives of the several
Underwriters named in Schedule I hereto.


<PAGE>


                                   SCHEDULE I
                                   ----------

Underwriter                                       Number of Preferred Securities
-----------                                       ------------------------------

Stifel, Nicolaus & Company, Incorporated                           1,200,000
Fahnestock & Co., Inc.                                               400,000

                                                                   ---------
Total                                                              1,600,000
                                                                   =========


<PAGE>


                                    EXHIBIT A

              LIST OF SIGNIFICANT DIRECT AND INDIRECT SUBSIDIARIES



                                   First Bank

                               First Bank & Trust

                           First America Capital Trust

                            First Land Trustee Corp.

                           FB Commercial Finance, Inc.

                    Star Lane Holdings Trust, Statutory Trust

                                 Star Lane Trust

                          First Preferred Capital Trust

                         Missouri Valley Partners, Inc.

                            First Banc Mortgage, Inc.

                        First Preferred Capital Trust II

                        First Preferred Capital Trust III

                  Bank of San Francisco Realty Investors, Inc.

                            The San Francisco Company

                            First Bank Capital Trust


<PAGE>

                                                                   Exhibit 10.25

                First Banks Executive Incentive Compensation Plan

OBJECTIVES

o    Promote  superior  short-  and  long-term  financial   performance  of  the
     institution through the efforts of key executive officers.
o    Reward  those  key  executive  officers  who  deliver  solid  results  with
     market-competitive  incentives;  provide above-market  incentives for those
     who far exceed expectations.
o    Attract,  motivate, and retain skilled and experienced  individuals who can
     increase the size and profitability of the institution.

ELIGIBLE PARTICIPANTS

The Chairman and the Board will annually determine those eligible to participate
in the  Plan.  Aside  from the CEO,  the Plan is  designed  for the  handful  of
executive officers whose impact is felt in every region and business unit of the
company and whose  contribution  to the  organization's  success is difficult to
measure by objective criteria alone. Although it is anticipated that individuals
such as the  CFO,  COO,  CCO,  Director  of Sales  and  Marketing,  Director  of
Operations,  and  Director of  Technology  would be eligible  participants,  the
Chairman of the Board retains full  discretion to determine  eligibility  in the
Plan. Lineal descendants of James F. Dierberg and their spouses are not eligible
to participate in the Plan, regardless of position.

Employees who are hired or promoted into eligible  positions  prior to July 1 of
the Plan Year will be considered  for  participation  on a prorated  basis.  The
Chairman and the Board will make the determination.

INCENTIVE COMPENSATION FUNDING

Funding of incentive  compensation  is based on the weighted  average  Return On
Equity  (ROE).  For the CEO, the weighted  average ROE is defined as the current
plan year ROE times 60% plus the preceding year's ROE times 25% plus the ROE two
years prior times 15%. For all other  participants,  the weighted average ROE is
defined as the  current  plan year ROE times 75% plus the  preceding  year's ROE
times 25%. For purposes of calculating the weighted average ROE, Equity does not
include unrealized gain or loss on derivatives.

There are separate funding formulae for the CEO and all other  participants,  as
outlined  below. If the weighted  average ROE is less than Threshold  (13.5% for
the CEO, 11% for all other participants), no incentive amount will be generated.

CEO Funding Formula:
--------------------
62 * (weighted  average ROE -  13.5%)1.35  * CEO's  annual base salary at end of
plan year

Other Participants Funding Formula:
-----------------------------------
22 * (weighted average ROE - 11%)1.35 * total of all  participants'  annual base
salaries at end of plan year

INCENTIVE COMPENSATION DISTRIBUTION

Distributions of incentive funds, if any, are handled separately for the CEO and
all other  participants.  Unless  determined  otherwise  by the Chairman and the
Board,  the CEO will receive the full amount funded under the incentive  formula
outlined above.
<PAGE>

The  funding   generated  under  the  incentive   formula   outlined  above  for
participants  other  than the CEO will be  distributed  among  the  participants
proportionately  based on the ratio of each participant's  annual base salary at
the end of the Plan  Year to the  aggregate  of all  participants'  annual  base
salaries  at the  end of the  Plan  Year,  provided  however,  that  the CEO may
exercise  discretion  in awarding a greater or lesser  amount to any one or more
participants,  such that the total amount funded is ultimately awarded among all
participants. Such discretion will be exercised based on the CEO's best judgment
as to the relative  contributions  (or lack  thereof)  made by each  participant
toward improving ROE during the Plan Year.

NEW PARTICIPANTS

Funding  with  respect  to those  individuals  who become  participants  between
January  1st and June 30th of the plan year will be  prorated  for the number of
full months during such year that they are  participants.  The  distribution for
individuals  who become  participants  between  January 1st and June 30th of the
plan year should also be prorated for the number of full months during such year
that they are participants.

SPECIAL ADJUSTMENTS

Extraordinary items,  catastrophic events, or other occurrences and circumstance
outside of the control and  influence of  participants  that would  inordinately
distort the generation of the incentive  compensation funding or the calculation
of any  individual  incentive  award may be taken  into  consideration  and such
adjustments made (upward or downward) as deemed  appropriate by the Chairman and
the Board.

The CEO has the discretion to reduce the funding for  executives  other than the
CEO if one or more  participants  receives a performance  review below "Achieves
Performance  Requirements" (or equivalent).  The funding may be reduced up to an
amount equal to the reduction in  distribution  to the  executive(s)  failing to
receive a "Achieves  Performance  Requirements" review or better. The purpose of
this provision is to prevent  distortions  that might  otherwise occur if one or
more  executives  received  little or no  distribution  and the total  amount of
funding had to be allocated among the remaining participants.

In the event that there are fewer than three  participants,  other than the CEO,
due to  termination,  reorganization,  or any other  cause,  the Chairman of the
Board and CEO have the  discretion  to increase or decrease the total funding up
to 20%.

INCENTIVE CAP

Incentives  are capped at 155% of year-end  annual base salary for the CEO,  and
85% of year-end annual base salary for all other participants.

SALARY AND EMPLOYEE BENEFIT ADMINISTRATION

Salary  administration  policies and procedures for the First Bank employees who
are  participants  in this Plan will continue to be  administered as in the past
and will remain the same as for all other  employees.  Payments made pursuant to
this  incentive  plan will not be used in  determining  benefit levels under any
First  Bank  employee  benefit  program,  unless  such  benefit  plan  documents
specifically provide for their inclusion.
<PAGE>

PAYMENT DATE

Payments will be made to eligible  participants  as soon as practical  following
the  close  of the  Plan  Year  and  the  determination  of  financial  results.
Participants must be employed by First Banks, its Subsidiaries or Affiliates, on
the date that  payments  are made,  unless  payment is  required  earlier  under
applicable State laws or regulations.

TERMINATION

Those  participants,  whose employment is terminated during the Plan Year due to
retirement,  death,  disability,  or involuntary  termination not for Cause, are
eligible  to  be   considered   for  an  award  at  such  time  as  other  award
determinations  are made. Such awards, if any, will be prorated through the date
of termination  and are payable at the time all other awards under this Plan are
made.  Participants  who  voluntarily  terminate  during the Plan Year, or whose
employment is terminated involuntarily for Cause, are not eligible to receive an
award under this Plan.

PLAN NONCONTRACTUAL

Nothing herein  contained shall be construed as a commitment or agreement on the
part of any person employed by First Banks,  Inc. or any of its  Subsidiaries or
Affiliates to continue  such person's  employment  with First Banks,  Inc.,  its
Subsidiaries or Affiliates, and nothing herein contained shall be construed as a
commitment or agreement on the part of First Banks,  Inc., its  Subsidiaries  or
Affiliates to continue the employment of or the annual rate of  compensation  of
any such person for any period,  and all  participants  shall remain  subject to
discharge to the same extent as if the Plan had never been put into effect.

PLAN AMENDMENTS

This Plan, its formulas and goals, will be reviewed annually and recommendations
made to renew,  amend,  or discontinue it as deemed  appropriate by the Board of
Directors.

PLAN YEAR

January 1, 2003 to December 31. 2003.
<PAGE>
                                                                   Exhibit 10.26

                               SECOND AMENDMENT TO
                            SECURED CREDIT AGREEMENT

         This Second  Amendment is made as of this 31st day of March,  2003,  by
and among First Banks,  Inc., a Missouri  corporation  (the  "Borrower");  Wells
Fargo Bank, National Association,  a national banking association (the "Agent");
and the undersigned financial institutions.

         WHEREAS  the  parties  have  made and  entered  into a  Secured  Credit
Agreement  dated as of August  22,  2002,  as amended  by a First  Amendment  to
Secured  Credit  Agreement  made as of December  31,  2002 (as so  amended,  the
"Credit Agreement").  Terms used in this Second Amendment and not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement.

         WHEREAS certain related  transactions have taken place in which (i) FBA
has "gone private" and has been merged into the Borrower,  (ii) the Intercompany
Note has  been  cancelled;  (iii)  Union  Financial  has  been  merged  into San
Francisco  Company and (iv) the Bank  Subsidiaries  have merged,  and First Bank
(Missouri) is the surviving Bank Subsidiary.

         WHEREAS by the terms of the Credit Agreement, San Francisco Company has
agreed to guarantee  payment of the  Obligations  and execute such agreements as
the Agent may reasonably  request to grant a first priority security interest to
the Agent for the benefit of the Lenders in the stock of all Bank Subsidiaries.

         WHEREAS  by reason of the  above-described  related  transactions,  the
existing  covenant set forth in Section 7.05(b) of the Credit  Agreement must be
replaced.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants hereinafter set forth, the parties agree as follows:

          1.   The following definitions in Section 1.01 of the Credit Agreement
are hereby amended, to be and read as follows:

               "Collateral"   means  the  Borrower's  Special  Account  and  all
          property  which is subject or is to be subject to the Liens granted by
          the 2003  Pledge  Agreement  and the San  Francisco  Company  Security
          Agreement.

               "Compliance Certificate" means a certificate in substantially the
          form of Exhibit A to the Second  Amendment to this Agreement,  or such
          other form as the Borrower  and the Required  Lenders may from time to
          time agree upon in writing, executed by the Chief Financial Officer of
          the  Borrower,  stating (i) that any  financial  statements  delivered
          therewith  have been  prepared  in  accordance  with GAAP,  subject to
          year-end  audit  adjustments,  (ii)  whether or not such  officer  has
          knowledge  of the  occurrence  of any  Default or Event of Default and
          stating in  reasonable  details the facts with respect to such Default
          or Event of Default,  (iii) all relevant facts in reasonable detail to
          evidence,  and the  computations as to, whether or not the Borrower is

<PAGE>

          in  compliance  with the  Financial  Covenants,  and (iv) all relevant
          facts in reasonable  detail to evidence,  and the  computations as to,
          whether or not the Borrower is in compliance with the other covenants.

               "Loan Documents" means this Agreement, the Notes, the 2003 Pledge
          Agreement and the San Francisco  Company Security  Agreement,  as each
          may be renewed, extended, amended, rearranged, restructured, restated,
          replaced or otherwise modified from time to time.

         2.    Section 1.01 of the Credit Agreement is hereby further amended by
adding the following definitions:

               "2003 Pledge Agreement" means the Pledge Agreement in the form of
          Exhibit B to the Second  Amendment to this Agreement,  pledging to the
          Agent for the  ratable  benefit of the Lenders all of the stock of San
          Francisco  Company that is owned by the  Borrower,  as well as certain
          stock acquired after the date of this Agreement.

               "San Francisco Company  Guarantee" means the Guaranty in the form
          of Exhibit C to the Second  Amendment to this  Agreement,  whereby San
          Francisco   Company   guarantees   to  the  Lenders   payment  of  the
          Obligations.

               "San  Francisco   Company  Security   Agreement"  means  the  San
          Francisco  Company Security  Agreement in the form of Exhibit D to the
          Second  Amendment  to this  Agreement,  pledging  to the Agent for the
          ratable  benefit  of the  Lenders  all  of the  stock  of  First  Bank
          (Missouri) that is owned by San Francisco Company,  as well as certain
          stock  acquired  after  the  date  of the  Second  Amendment  to  this
          Agreement.

         3.    Section 5.01  of  the  Credit  Agreement  is  hereby  amended  by
 deleting subparagraphs c and d thereof.

         4.  Section 5.08 of the Credit  Agreement  is hereby  amended to be and
read as follows:

               "Section 5.08. Additional Collateral.  The Borrower will deliver,
                              ---------------------
          and cause San Francisco Company to deliver, to the Agent any shares of
          capital stock of any FDIC-insured financial institution or its holding
          company  acquired in whole or in part with the proceeds of Advances if
          either (A) 20 percent or more of any class of the voting securities of
          such entity are acquired,  or (B) the Borrower's investment therein is
          $1 million or more;  provided,  however,  that the  Borrower  need not
                               --------   -------
          deliver  such  shares if such  entity is  immediately  merged  with or
          consolidated  into a  Subsidiary.  Any  shares  of  capital  stock  so
          delivered shall constitute additional collateral under the 2003 Pledge
          Agreement (if delivered by the Borrower) or the San Francisco  Company
          Security  Agreement  (if  delivered  by San  Francisco  Company).  The
          Borrower  need not deliver to the Agent any shares of capital stock of

<PAGE>

          any FDIC-insured financial institution or its holding company acquired
          in whole or in part with the  proceeds  of  Advances  unless it either
          acquires 20 percent or more of any class of the voting  securities  or
          its  investment  therein is $1 million or more;  however the  Borrower
          will not,  and will not permit San  Francisco  Company  to,  grant any
          security interest in such shares to any third party."

         5.    Section 5.09 of the Credit Agreement is deleted.

         6.    Section 6.09 of  the Credit Agreement is hereby amended to be and
read as follows:

               Section 6.09. Issuance of Additional Stock.  Neither the Borrower
                             ----------------------------
          nor any  Subsidiary  whose  shares are  pledged  pursuant  to the 2003
          Pledge Agreement or the San Francisco Company Security  Agreement will
          issue any  additional  shares of capital stock unless such  additional
          shares are immediately  pledged  pursuant to the 2003 Pledge Agreement
          or the San Francisco Company Security Agreement, as applicable.

         7.    Section 7.05(b) of the Credit Agreement is hereby amended  to  be
and read as follows:

         (b)   The  Borrower  will cause First Bank  (Missouri)  to maintain its
               Non-Performing Assets at an amount not greater than 15 percent of
               its Primary  Equity  Capital,  determined as of each quarter end.
               For purposes of this  Section  7.05(b),  First Bank  (Missouri)'s
               non-performing  asset known as the Lake of the Ozarks Development
               in an amount not in excess of $17 million shall not be treated as
               a non-performing asset.

         8.    Section 9.06  of  the  Credit  Agreement  is  hereby  amended  by
revising clause (iv) to  be and read as follows:  "(iv)  release any  Collateral
from the lien created by the 2003 Pledge Agreement or the San Francisco  Company
Security Agreement, or".

         9.    Exhibit B to the Credit Agreement (the Compliance Certificate) is
hereby replaced by Exhibit A to this Second Amendment.

         10.   Schedule 4.04  to  the Credit Agreement is hereby replaced with a
new Schedule 4.04 in the form attached to this Second Amendment.

         11.   This Second  Amendment shall become effective  when  counterparts
hereof  executed by the Borrower,  the Agent and each Lender have been delivered
to the Agent and the Agent has received all of the  following,  each dated as of
the date of this Second  Amendment,  in form and substance  satisfactory to each
Lender:

         (a)   The 2003 Pledge Agreement, duly executed by the Borrower.
<PAGE>

         (b)   One or more  certificates,  representing  in the aggregate all of
               the issued and outstanding capital stock of San Francisco Company
               that is owned by the Borrower, and one blank stock power executed
               by the Borrower for each such certificate.

         (c)   The  San  Francisco  Company  Guarantee,  duly  executed  by  San
               Francisco Company.

         (d)   The San Francisco  Company Security  Agreement,  duly executed by
               San Francisco Company.

         (e)   One or more  certificates,  representing  in the aggregate all of
               the issued and outstanding capital stock of First Bank (Missouri)
               that is owned by San Francisco Company, and one blank stock power
               executed by San Francisco Company for each such certificate.

         (f)   A signed copy of an opinion of counsel for the  Borrower  and its
               Subsidiaries, addressed to the Lenders, substantially in the form
               of Exhibit E to this Second Amendment.

         12.   Except as amended by this Second Amendment,  all of the  original
terms and  conditions  of the Credit  Agreement  shall  remain in full force and
effect. On the date this Second Amendment becomes  effective,  each reference in
the Credit  Agreement to "this  Agreement"  shall be deemed to be a reference to
the  Credit  Agreement  as amended by this  Second  Amendment.  On the date this
Second Amendment becomes  effective,  the Agent will deliver to the Borrower the
stock  certificates  of First Bank  (Missouri)  (registered in the name of Union
Financial Group, Ltd.), Union Financial, First Bank (California),  San Francisco
Company  (registered in the name of First Banks America,  Inc.) and FBA that are
described in the schedule to this Second  Amendment.  All such certificates will
be  promptly  cancelled.  Further,  it is  recognized  and  agreed  that  on the
effective date of this Second Amendment,  the Pledge Agreement, the FBA Security
Agreement,  the Third Party Pledge Agreement,  the Union Financial Guarantee and
the Union Financial Security Agreement shall be of no further force and effect.

         13.   This  Second   Amendment   may  be  executed  in  any  number  of
counterparts,  each of which shall be an original with the same effect as if the
signatures hereto were upon the same instrument.

         14.   The Borrower  will  reimburse  the  Agent  upon  demand  for  its
out-of-pocket  expenses,  including  fees and  expenses of outside  counsel,  in
connection  with the  preparation  and review of this Second  Amendment  and any
related documents and agreements.

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

                            (Signature Page Follows)



<PAGE>


Address:                                   FIRST BANKS, INC.
600 James S. McDonnell Blvd.
Mail Code M1-199-014
Hazelwood, MO 63042
Attention:  Allen H. Blake                 By /s/ Allen H. Blake
                                              ----------------------------------
Telecopier: (314) 592-6621                   Its President
                                                 -------------------------------


Address:                                   WELLS FARGO BANK, NATIONAL
MAC:  N9305-071                                ASSOCIATION, as Agent
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Douglas A. Gallun
                                           By /s/ Douglas A. Gallun
Telecopier: (612) 667-3510                    ----------------------------------
                                              Its Vice President
                                                  ------------------------------



Address:                                   WELLS FARGO BANK, NATIONAL
MAC:  N9305-071                                ASSOCIATION, as a Lender
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Douglas A. Gallun
                                           By /s/ Douglas A. Gallun
Telecopier:(612) 667-3510                     ----------------------------------
                                              Its Vice President
                                                  ------------------------------



Address:                                   BANK ONE, N.A.
120 South LaSalle Street
Chicago, Illinois 60603-3400
Attention: Thomas H. Hackett
                                           By /s/ Thomas H. Hackett
Telecopier: (312) 661-9511                    ----------------------------------
                                              Its First Vice President
                                                  ------------------------------



Address:                                   LASALLE BANK NATIONAL
One Metropolitan Square                         ASSOCIATION
211 North Broadway, Suite 4050
St. Louis, Missouri 63102
Attention: Robert J. Mathias
                                           By /s/ Robert J. Mathias
Telecopier: (314) 621-3947                    ----------------------------------
                                             Its  Senior Banker
                                                  ------------------------------

<PAGE>

Address:                                   THE NORTHERN TRUST COMPANY
50 South LaSalle Street
Chicago, Illinois 60675
Attention: Thomas E. Bernhardt             By /s/ Thomas E. Bernhardt
                                              ----------------------------------
Telecopier: (312) 557-8337                    Its Vice President
                                                  ------------------------------



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



Address:                                   SUNTRUST BANK, NASHVILLE
201 Fourth Avenue North
Nashville, Tennessee 37219
Attention: Richard B. Boring               By /s/ Richard B. Boring
                                              ----------------------------------
Telecopier: (615) 748-5161                    Its Vice President
                                                  ------------------------------



Address:                                   FIFTH THIRD BANK
1701 Golf Road, Tower One, Suite 700
Rolling Meadows, IL 60008
Attention: Patrick A. Horne                By /s/ Patrick A. Horne
                                              ----------------------------------
Telecopier: (847) 871-6026                    Its Vice President
                                                  ------------------------------



<PAGE>

                                    EXHIBIT A

                             COMPLIANCE CERTIFICATE


         This  Compliance  Certificate  is  being  submitted  on this ___ day of
__________________,   200__,   for  the  quarter   ending  on  the  ___  day  of
__________________, 200__, pursuant to the terms of the Secured Credit Agreement
dated as of August ___,  2002,  as most recently  amended by a Second  Amendment
dated as of March 31, 2003 (as so amended, the "Credit Agreement"),  as the same
may be thereafter  amended from time to time,  among Wells Fargo Bank,  National
Association  (the  "Agent"),  the Lenders  that are parties  thereto,  and First
Banks,  Inc., as Borrower.  Capitalized  terms used but not defined herein shall
have the meanings set forth in the Credit Agreement.

         The  undersigned  officers of First Banks,  Inc.  jointly and severally
certify to the Lenders that as of the date hereof:

         A.    The representations and warranties contained in Article IV of the
               Credit Agreement are correct as of the date hereof, except to the
               extent that the same relate specifically to an earlier date;

         B.    No Default or Event of Default has occurred and is continuing;

         C.    Attached  is  an  accurate listing of the current Subsidiaries of
               First Banks, Inc.; and

         D.    The computation of Margin and L/C Margin and  compliance with the
               covenants contained in Article VII of  the Credit  Agreement  are
               are supported by the following:

2.03     Funded Debt Ratio
         -----------------
<TABLE>
<CAPTION>

<S>                                                 <C>              <C>               <C>               <C>
(i) First Banks, Inc. (consolidated)                (2)              Ratio of                            L/C
Net Income for the quarter ended:               Funded Debt         (2) to (1)         Margin           Margin
---------------------------------               -----------         ----------         ------           ------

                       $
-----------------      ---------------

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

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

-----------------      ---------------
Total Net Income       $              (1)                                    %             bp               bp
                       ---------------          -----------         ----------         ------           ------
<PAGE>

7.01     Total Risk Based Capital Ratio
         ------------------------------

                                                                         (2)
                                                                    Weighted-Risk
                                                                   Assets and Off-                        Minimum
                                                    (1)             Balance Sheet         Ratio of         Ratio
                                               Total Capital            Items            (1) to (2)      Permitted
                                               -------------            -----            ----------      ---------


First Banks, Inc. (consolidated)                                                                  %        10.0%
                                               -------------          ----------         ----------        -----


First Bank (Missouri)                                                                             %        10.0%
                                               -------------          ----------         ----------        -----

7.02     Tier I Risk Based Capital Ratio
         ------------------------------
                                                                         (2)
                                                                    Weighted-Risk
                                                                   Assets and Off-                        Minimum
                                                    (1)             Balance Sheet        Ratio of          Ratio
                                              Tier I Capital            Items           (1) to (2)       Permitted
                                              --------------            -----           ----------       ---------


First Banks, Inc. (consolidated)                                                                 %         6.0%
                                              --------------         -----------         ---------         ----


First Bank (Missouri)                                                                            %         6.0%
                                              --------------         -----------         ---------         ----

7.03     Leverage Ratio
         --------------
                                                                                                          Minimum
                                                   (1)                 (2)               Ratio of          Ratio
                                              Tier I Capital       Total Assets         (1) to (2)       Permitted
                                              --------------       ------------         ----------       ---------


First Banks, Inc. (consolidated)                                                                %          5.0%
                                              --------------       ------------         ---------          ----

First Bank (Missouri)                                                                           %          5.0%
                                              --------------       ------------         ---------          ----
<PAGE>

7.04     Minimum Return on Assets
         ------------------------
                                                                                                          Minimum
Net Income for the quarter ended:                               Average Total          Ratio of            Ratio
---------------------------------                                Assets  (2)          (1) to (2)         Permitted
                                                                 -----------          ----------         ---------


First Banks, Inc. (consolidated)
                               $
---------------------------    --------------------

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

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

---------------------------    --------------------
Total Net Income               $                   (1)                                          %          0.70%
                               --------------------              ------------          ----------          -----

7.05     Non-Performing Assets
         ---------------------
                                                     (1)                (2)                               Maximum
                                               Non-Performing         Primary           Ratio of           Ratio
                                                   Assets          Equity Capital      (1) to (2)        Permitted
                                                   ------          --------------      ----------        ---------


First Banks, Inc. (consolidated)                                                                %           25%
                                               --------------        ----------        ----------           ---

First Bank (Missouri)                                       *                                   %           15%
                                               --------------        ----------        ----------           ---

*        Not including the Lake of the Ozarks Development asset, currently $__________; or, if the Lake of the Ozarks asset
         ---
         is currently valued in excess of $17,000,000, including only excess of Lake of Ozarks asset over $17,000,000.
                                                                 ----

7.06     Allowance for Loan and Lease Losses
         -----------------------------------
                                                 (1)
                                              Allowance               (2)                                 Minimum
                                            for Loan and         Non-Performing          Ratio of          Ratio
                                            Lease Losses             Assets             (1) to (2)       Permitted
                                            ------------             ------             ----------       ---------




First Bank (Missouri)                                                                           %          100%
                                            ------------         ------------           ---------          ----
<PAGE>

7.07     Current Quarter Return on Assets
         --------------------------------
                                                                   Consolidated
Net Income for the quarter ended:                                  Assets as of
---------------------------------                                                                         Minimum
                                                                   __________,          Ratio of           Ratio
                                                                      2003             (1) to (2)        Permitted
                                                                      ----             ----------        ---------

First Banks, Inc. (consolidated)
           , 200
------------------------------    ----------
Multiplied by Four                         4
------------------------------    ----------
Total Net Income                  $                                                             %          0.80%
------------------------------    ----------                      ------------         ----------          -----

</TABLE>


<PAGE>


         Signed as of the day and year first above written.

                       FIRST BANKS, INC.


                       By:
                            ----------------------------------------------------
                                             Chief Executive Officer

                       By:
                            ----------------------------------------------------
                                             Chief Financial Officer

                       By:
                            ----------------------------------------------------
                                Senior Vice President - Chief Accounting Officer

                       By:
                            ----------------------------------------------------
                                             Chief Operating Officer

                       By:
                            ----------------------------------------------------
                                              Chief Credit Officer




<PAGE>



                                    EXHIBIT B

                                PLEDGE AGREEMENT

         This  Agreement  is made as of this  31st day of  March,  2003,  by and
between FIRST BANKS,  INC., a Missouri  Corporation  ("Debtor")  and WELLS FARGO
BANK, NATIONAL  ASSOCIATION,  a national banking  association,  as Agent for the
"Lenders"  pursuant to the Secured Credit  Agreement  described  below ("Secured
Party").

                                    RECITALS

         Debtor,  Secured Party and certain financial institutions have executed
a secured credit agreement dated as of August 22, 2002, as most recently amended
by a  Second  Amendment  of even  date  herewith  (as so  amended,  the  "Credit
Agreement"),  pursuant to which such financial institutions (the "Lenders") have
agreed to lend up to  $45,000,000  to Debtor and pursuant to which Secured Party
has  agreed to issue up to  $20,000,000  in face  amount of  standby  letters of
credit for the account of Debtor.

         One condition to the Lenders' and Secured Party's commitments under the
Credit  Agreement is that Debtor  execute,  deliver and perform this  Collateral
Pledge  Agreement,  thereby  granting a security  interest to Secured Party,  as
agent for the Lenders, in the Collateral described herein.

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

         1.  Security  Interest  and  Collateral.  To  secure  the  payment  and
performance  of the  "Obligations,"  as  such  term  is  defined  in the  Credit
Agreement,  Debtor hereby grants Secured Party (for its own account and as agent
for the Lenders) a security interest (the "Security Interest") in (i) all of the
capital stock of The San Francisco  Company,  a Delaware  corporation,  owned by
Debtor,  (ii) any capital stock that Debtor may hereafter acquire and deliver to
Secured Party  pursuant to Section 5.08 of the Credit  Agreement,  and (iii) all
proceeds of such  capital  stock and all other  rights in  connection  with such
property (collectively the "Collateral").

         2.  Representations,   Warranties  and  Covenants.  Debtor  represents,
warrants and covenants that:

             (a)  Debtor  will  join  with  Secured  Party in taking  any action
         required by Secured  Party in order to  perfect the  Security  Interest
         and  to protect the rights and priorities of Secured Party with respect
         to  the Collateral.  To that end, Debtor has delivered to Secured Party
         certificates   representing   all  of   the  shares  of  capital  stock
         constituting  Collateral  and  executed and  delivered  one blank stock
         power  for each such  certificate.  Debtor  will,  at  Secured  Party's
         request at  any one or more times (i) duly endorse,  in blank, each and
         every   additional  security  certificate  and instrument  constituting
         Collateral  by signing on such  certificate or instrument or by signing
         a separate document of assignment or  transfer;  (ii) join with Secured

<PAGE>

         Party  in executing  any  instructions  or agreements  with  securities
         intermediaries  for the purpose  of obtaining control of any investment
         property  that may hereafter constitute Collateral;  and (iii) instruct
         the  issuer of any security that may hereafter constitute Collateral to
         register such security in the name of Secured Party.

               (b) Debtor is the owner of the  Collateral  free and clear of all
         liens,  encumbrances,  security  interests and restrictions  except the
         Security  Interest and any restrictive legend appearing on any security
         certificate  or any instrument constituting Collateral.

               (c) Debtor will keep the Collateral  free and clear of all liens,
         encumbrances  and security interests, except the Security Interest.

               (d) Debtor will pay,  when due, all taxes and other  governmental
         charges levied or assessed upon or against any Collateral.

               (e)  Debtor  will  upon  receipt  deliver  to  Secured  Party all
         investment  property  distributed  on account of  Collateral,  such  as
         stock   dividends  and   securities   resulting   from   stock  splits,
         reorganizations  and  recapitalizations.  The  Security  Interest shall
         attach to all such proceeds.

         3. Events of Default.  The occurrence of any Event of Default under the
Credit Agreement shall be an Event of Default hereunder.

         4. Remedies Upon Event of Default.  Upon the  occurrence of an Event of
Default and during the continuance  thereof,  Secured Party may exercise any one
or more of the rights and remedies  specified in the Credit Agreement,  and also
any one or more of the following  rights or remedies:  (i) notify the obligor on
or issuer of any  Collateral or any securities  intermediary  to make payment to
Secured Party of any amounts due or  distributable  on any  Collateral,  (ii) in
Debtor's name or Secured  Party's name enforce  collection of any  Collateral by
suit or otherwise,  or surrender,  release or exchange all or any part of it, or
compromise,  extend or renew for any  period  any  obligation  evidenced  by the
Collateral,  (iii)  receive  and keep in its  possession  or under  its  control
subject to the Security  Interest all  proceeds of  Collateral,  except that any
money received from the Collateral may, at Secured Party's option, be applied in
reduction  of the  Obligations;  (iv)  exercise all voting and other rights as a
holder of any  Collateral;  (v)  exercise  and  enforce  any or all  rights  and
remedies  available upon default to a secured party under the Uniform Commercial
Code,  including the right to (A) order any securities  intermediary to sell any
Collateral  on any  established  market  or over the  counter  or to  cause  any
Collateral  to be  redeemed;  (B) give any transfer or  redemption  order to any
issuer of Collateral;  or (C) offer and sell Collateral  privately to purchasers
who will  agree to take the  Collateral  for  investment  and not with a view to
distribution and who will agree to the imposition of restrictive  legends on any
certificates representing Collateral,  and the right to arrange for a sale which
would otherwise qualify as exempt from registration  under the Securities Act of
1933;  and if notice to Debtor of any intended  disposition of Collateral or any
other intended action is required by law in a particular  instance,  such notice
shall be deemed commercially reasonable if given at least 10 calendar days prior

<PAGE>

to the date of  intended  disposition  or other  action;  and (vi)  exercise  or
enforce any or all other rights or remedies available to Secured Party by law or
agreement against any Collateral,  against Debtor or against any other person or
property.

         5. Secured Party's Duties. Secured Party's duty of care with respect to
Collateral in its  possession  (as imposed by law) shall be deemed  fulfilled if
Secured  Party  exercises   reasonable  care  in  physically   safekeeping  such
Collateral,  or in the case of  Collateral  in the  custody or  possession  of a
securities intermediary or other third person,  exercises reasonable care in the
selection of the securities intermediary or other third person and Secured Party
need not otherwise preserve, protect, insure or care for any Collateral. Secured
Party shall not be  obligated  to preserve  any rights  Debtor may have  against
prior parties,  to exercise at all or in any particular manner any voting rights
which may be  available  with  respect  to any  Collateral,  to  realize  on the
Collateral  at all or in any  particular  manner or order,  or to apply any cash
proceeds of Collateral in any particular order of application. Regardless of the
manner in which  Secured  Party  chooses to  exercise  control  over  Collateral
(whether by possession,  by agreement with an issuer or Securities Intermediary,
by  transferring  security  entitlements  into its own account,  or  otherwise),
Secured Party shall not be deemed to be under any obligation to Debtor,  whether
as fiduciary,  trustee,  agent or otherwise,  except the duty of good faith, the
duties specifically imposed upon Secured Party by this Agreement, and the duties
imposed  upon  it as a  secured  party  by  Articles  1, 8 and 9 of the  Uniform
Commercial Code, as in effect in Minnesota.

         6. Miscellaneous.  Any disposition of Collateral in the manner provided
in Section 4 shall be deemed  commercially  reasonable.  This  Agreement  can be
waived, modified,  amended,  terminated or discharged, and the Security Interest
can be released,  only explicitly in a writing signed by Secured Party. A waiver
signed by Secured Party shall be effective only in the specific instance and for
the specific purpose given.  Mere delay or failure to act shall not preclude the
exercise or enforcement of any of Secured Party's rights or remedies. All rights
and  remedies  of  Secured  Party  shall  be  cumulative  and  may be  exercised
singularly  or  concurrently,  at Secured  Party's  option,  and the exercise or
enforcement  of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other.  All notices to be given to Debtor
shall be deemed  sufficiently  given if  delivered  or mailed by  registered  or
certified mail,  postage  prepaid,  to Debtor at the address set forth following
its  signature  on the  signature  page of this  Agreement or at the most recent
address shown on Secured Party's  records.  Debtor will reimburse  Secured Party
for all  expenses  (including  reasonable  attorneys'  fees and legal  expenses)
incurred  by Secured  Party in the  protection,  defense or  enforcement  of the
Security  Interest,  including expenses incurred in any litigation or bankruptcy
or insolvency proceedings. This Agreement shall be binding upon and inure to the
benefit of Debtor and Secured Party and their  successors  and assigns and shall
take effect when signed by Debtor and  delivered  to Secured  Party,  and Debtor
waives notice of Secured  Party's  acceptance  hereof.  This Agreement  shall be
governed by the internal  laws of Minnesota  and,  unless the context  otherwise
requires,  all terms used herein which are defined in Articles 1, 8 and 9 of the
Uniform  Commercial  Code,  as in effect in  Minnesota,  shall have the meanings
therein  stated.  If any  provision  or  application  of this  Agreement is held
unlawful or  unenforceable in any respect,  such illegality or  unenforceability

<PAGE>

shall not affect other provisions or applications which can be given effect, and
this Agreement shall be construed as if the unlawful or unenforceable  provision
or  application  had never  been  contained  herein or  prescribed  hereby.  All
representations  and warranties  contained in this  Agreement  shall survive the
execution,  delivery  and  performance  of this  Agreement  and the creation and
payment of the Obligations.

         IN WITNESS WHEREOF, Debtor has executed this Agreement as of the day
first above written.

                                 FIRST BANKS, INC.

                                 By
                                    --------------------------------------------
                                     Its
                                         ---------------------------------------


                                 Address:

                                 600 James S. McDonnell Blvd.
                                 Mail Code M1-199-014
                                 Hazelwood, MO 63042-2302




<PAGE>


                                    EXHIBIT C

                                    GUARANTY
                                                       -------------, ----------
                                                                  March 31, 2003

         This Guaranty is made as of the above date by the undersigned,  The San
Francisco  Company,  a  Delaware  corporation,  in favor of  Wells  Fargo  Bank,
National Association, a national banking association, as Agent for the "Lenders"
pursuant to the Secured Credit Agreement described below.

                                    RECITALS

         First Banks,  Inc. (the  "Borrower"),  the Agent and certain  financial
institutions  have executed a secured  credit  agreement  dated as of August 22,
2002, as most recently  amended by a Second  Amendment of even date herewith (as
so amended,  the "Secured Credit  Agreement"),  pursuant to which such financial
institutions  (the  "Lenders")  have  agreed  to lend up to  $45,000,000  to the
Borrower and  pursuant to which the Agent has agreed to issue up to  $20,000,000
in face amount of standby letters of credit for the account of the Borrower.

         One condition to the Lenders' and Agent's  commitment under the Secured
Credit  Agreement  is that the  undersigned  execute,  deliver and perform  this
Guaranty,  thereby  guaranteeing  the  payment  and  performance  of all  debts,
liabilities and obligations of the Borrower to the Agent and the Lenders arising
out of the Secured Credit Agreement and any extensions, renewals or replacements
thereof (the "Indebtedness").

         Now,  therefore,  in  consideration  of the premises,  the  undersigned
hereby agrees as follows:

         1. No act or  thing  need  occur  to  establish  the  liability  of the
undersigned hereunder, and no act or thing, except full payment and discharge of
all Indebtedness,  shall in any way exonerate the undersigned or modify, reduce,
limit, or release the liability of the undersigned hereunder.

         2.  This is an  absolute,  unconditional  and  continuing  guaranty  of
payment of the  Indebtedness  and shall  continue  to be in force and be binding
upon the  undersigned,  whether or not all  Indebtedness is paid in full,  until
this Guaranty is revoked  prospectively  as to future  transactions,  by written
notice  actually  received  by the  Agent,  and  such  revocation  shall  not be
effective as to  Indebtedness  existing or  committed  for at the time of actual
receipt  of such  notice by the Agent,  or as to any  renewals,  extensions  and
refinancings thereof.

         3.  If the  undersigned  shall  be  dissolved  or  shall  be or  become
insolvent  then the Agent  shall have the right to declare  immediately  due and
payable, and the undersigned will forthwith pay to the Agent, the full amount of
all  Indebtedness,  whether due and  payable or  unmatured.  If the  undersigned
voluntarily   commences  or  there  is  commenced   involuntarily   against  the
undersigned a case under the United States  Bankruptcy  Code, the full amount of
all Indebtedness, whether due and payable or unmatured, shall be immediately due
and payable without demand or notice thereof.
<PAGE>

         4. The undersigned  shall be liable for all  Indebtedness,  without any
limitation as to amount,  plus accrued interest thereon and all attorneys' fees,
collection costs and enforcement expenses referable thereto. Indebtedness may be
created and continued in any amount,  whether or not in excess of such principal
amount,  without  affecting  or  impairing  the  liability  of  the  undersigned
hereunder. The Agent may apply any sums received by or available to the Agent on
account of the  Indebtedness  from  Borrower  or any other  person  (except  the
undersigned),  from their properties, out of any collateral security or from any
other source to payment of the excess.  Such  application  of receipts shall not
reduce, affect or impair the liability of the undersigned hereunder.

         5.  The  undersigned   will  not  exercise  or  enforce  any  right  of
contribution,   reimbursement,   recourse  or   subrogation   available  to  the
undersigned  against any person liable to payment of the Indebtedness,  or as to
any collateral security therefor, unless and until all of the Indebtedness shall
have been fully paid and discharged.

         6. The  undersigned  will pay or reimburse  the Agent for all costs and
expenses (including  reasonable  attorneys' fees and legal expenses) incurred by
the Agent in connection  with the  protection,  defense or  enforcement  of this
Guaranty in any litigation or bankruptcy or insolvency proceedings.

         7. Whether or not any existing relationship between the undersigned and
Borrower  has been  changed or ended and whether or not this  Guaranty  has been
revoked,  the Agent may, but shall not be obligated to, enter into  transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval  by the  undersigned  and without  any notice to the  undersigned.  The
liability  of the  undersigned  shall not be  affected or impaired by any of the
following acts or things (which the Agent is expressly authorized to do, omit or
suffer from time to time,  both before and after  revocation  of this  Guaranty,
without  notice  to or  approval  by the  undersigned):  (i) any  acceptance  of
collateral security,  guarantors,  accommodation  parties or sureties for any or
all  Indebtedness;  (ii) any one or more  extensions or renewals of Indebtedness
(whether or not for longer than the original  period) or any modification of the
interest  rates,  maturities  or  other  contractual  terms  applicable  to  any
Indebtedness;  (iii) any waiver or indulgence granted to Borrower,  any delay or
lack  of  diligence  in the  enforcement  of  Indebtedness,  or any  failure  to
institute  proceedings,  file a claim,  give any  required  notices or otherwise
protect any Indebtedness,  (iv) any full or partial release of, settlement with,
or agreement not to sue,  Borrower or any other guarantor or other person liable
in  respect  of  any  Indebtedness;   (v)  any  discharge  of  any  evidence  of
Indebtedness  or  the  acceptance  of  any  instrument  in  renewal  thereof  or
substitution therefor; (vi) any failure to obtain collateral security (including
rights of  setoff)  for  Indebtedness,  or to see to the  proper  or  sufficient
creation and perfection  thereof,  or to establish the priority  thereof,  or to
protect,  insure,  or enforce  any  collateral  security;  or any  modification,
substitution,  discharge,  impairment, or loss of any collateral security; (vii)
any foreclosure or enforcement of any collateral  security;  (viii) any transfer
of any  Indebtedness or any evidence  thereof;  (ix) any order of application of
any payments or credits upon  Indebtedness;  (x) any election by the Agent under
ss. 1111(b)(2) of the United States Bankruptcy Code.
<PAGE>

         8. The undersigned  waives any and all defenses,  claims and discharges
of  Borrower,  or any other  obligor,  pertaining  to  Indebtedness,  except the
defense of discharge by payment in full.  Without limiting the generality of the
foregoing,  the undersigned will not assert,  plead or enforce against the Agent
any defense of waiver, release, discharge in bankruptcy, statute of limitations,
res judicata,  statute of frauds,  anti-deficiency  statute, fraud,  incapacity,
minority,  usury,  illegality  or  unenforceability  which may be  available  to
Borrower  or any other  person  liable in  respect of any  Indebtedness,  or any
setoff available against the Agent to Borrower or any such other person, whether
or not on account of a related  transaction.  The undersigned  expressly  agrees
that the  undersigned  shall be and remain liable for any  deficiency  remaining
after foreclosure of any mortgage or security  interest  securing  Indebtedness,
whether  or not  the  liability  of  Borrower  or any  other  obligor  for  such
deficiency is discharged pursuant to statute or judicial decision.

         9. The undersigned waives  presentment,  demand for payment,  notice of
dishonor or nonpayment,  and protest of any instrument evidencing  Indebtedness.
The Agent shall not be required first to resort for payment of the  Indebtedness
to Borrower or other persons or their properties,  or first to enforce,  realize
upon or exhaust any collateral security for Indebtedness,  before enforcing this
Guaranty.

         10. If any payment  applied by the Agent to  Indebtedness is thereafter
set aside,  recovered,  rescinded  or  required  to be  returned  for any reason
(including, without limitation, the bankruptcy,  insolvency or reorganization of
Borrower  or any other  obligor),  the  Indebtedness  to which such  payment was
applied shall for the purposes of this  Guaranty be deemed to have  continued in
existence,   notwithstanding  such  application,  and  this  Guaranty  shall  be
enforceable as to such  Indebtedness  as fully as if such  application had never
been made.

         11. The liability of the undersigned under this Guaranty is in addition
to and shall be cumulative with all other  liabilities of the undersigned to the
undersigned  as guarantor or  otherwise,  without any  limitation  as to amount,
unless the instrument or agreement  evidencing or creating such other  liability
specifically provides to the contrary.

         12.  This  Guaranty  shall be  effective  upon  delivery  to the Agent,
without further act, condition or acceptance by the Agent, shall be binding upon
the  undersigned  and the  successors and assigns of the  undersigned  and shall
inure  to the  benefit  of the  Agent  and  the  Lenders  and  their  respective
participants,  successors and assigns. Any invalidity or unenforceability of any
provision  or  application  of this  Guaranty  shall  not  affect  other  lawful
provisions  and  application  hereof,  and to this  end the  provisions  of this
Guaranty  are  declared  to be  severable.  This  Guaranty  may  not be  waived,
modified, amended, terminated, released or otherwise changed except by a writing
signed by the undersigned and the Agent.  This Guaranty shall be governed by the
laws of the State of  Minnesota.  The  undersigned  waives notice of the Agent's
acceptance hereof and waives the right to a trial by jury in any action based on
or pertaining to this Guaranty.

         In witness  whereof,  the  undersigned has executed this Guaranty as of
the day and year first above written.


                                       THE SAN FRANCISCO COMPANY


                                       By
                                          --------------------------------------
                                           Its
                                               ---------------------------------


<PAGE>


                                    EXHIBIT D

                    SAN FRANCISCO COMPANY SECURITY AGREEMENT


         This  Agreement  is made as of this  31st day of  March,  2003,  by and
between THE SAN FRANCISCO COMPANY, a Delaware  Corporation  ("Debtor") and WELLS
FARGO BANK, NATIONAL ASSOCIATION,  a national banking association,  as Agent for
the "Lenders" pursuant to the Secured Credit Agreement described below ("Secured
Party").

                                    RECITALS

         First Banks, Inc. (the "Borrower"), Secured Party and certain financial
institutions  have executed a secured  credit  agreement  dated as of August 22,
2002, as most recently  amended by a Second  Amendment of even date herewith (as
so  amended,  the  "Credit   Agreement"),   pursuant  to  which  such  financial
institutions  (the  "Lenders") have agreed to lend up to $45,000,000 to Borrower
and pursuant to which  Secured  Party has agreed to issue up to  $20,000,000  in
face amount of standby letters of credit for the account of Borrower.

         One condition to the Lenders' and Secured Party's commitments under the
Credit  Agreement is that Debtor  execute,  deliver and perform this  Agreement,
thereby granting a security interest to Secured Party, as agent for the Lenders,
in the Collateral described herein.

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

         1.    Security Interest and  Collateral.  To  secure  the  payment  and
performance  of the  "Obligations,"  as  such  term  is  defined  in the  Credit
Agreement,  Debtor hereby grants Secured Party (for its own account and as agent
for the Lenders) a security interest (the "Security Interest") in (i) all of the
capital stock of First Bank, a Missouri  state bank,  owned by Debtor,  and (ii)
any capital stock that Debtor may hereafter acquire and deliver to Secured Party
pursuant to Section 5.08 of the Credit Agreement, and (iii) all proceeds of such
capital   stock  and  all  other  rights  in   connection   with  such  property
(collectively the "Collateral").

         2.    Representations, Warranties  and  Covenants.  Debtor  represents,
warrants and covenants that:

               (a)  Debtor  will join with  Secured  Party in taking  any action
         required by Secured  Party in order to perfect  the  Security  Interest
         and to protect the rights and priorities of  Secured Party with respect
         to the Collateral.  To that end, Debtor has  delivered to Secured Party
         certificates   representing   all  of  the   shares  of  capital  stock
         constituting  Collateral  and executed  and  delivered  one blank stock
         power for each  such  certificate.  Debtor  will,  at  Secured  Party's
         request at any  one or more times (i) duly endorse,  in blank, each and
         every  additional  security  certificate  and  instrument  constituting
         Collateral by signing on such  certificate or  instrument or by signing
         a separate document of assignment or  transfer;  (ii) join with Secured
         Party  in executing  any  instructions  or agreements  with  securities

<PAGE>

         intermediaries  for the  purpose of obtaining control of any investment
         property that  may hereafter constitute Collateral;  and (iii) instruct
         the issuer of  any security that may hereafter constitute Collateral to
         register such security in the name of Secured Party.

               (b) Debtor is the owner of the Collateral  free and clear  of all
         liens,  encumbrances,  security interests and restrictions  except  the
         Security Interest and any restrictive legend appearing on any  security
         certificate or any instrument constituting Collateral.

               (c) Debtor will keep the Collateral  free and clear of all liens,
         encumbrances and security interests, except the Security Interest.

               (d) Debtor will pay,  when due, all taxes and other  governmental
         charges levied or assessed upon or against any Collateral.

               (e) Debtor  will  upon  receipt  deliver  to  Secured  Party  all
         investment  property  distributed  on account of  Collateral,  such  as
         stock   dividends  and   securities   resulting   from  stock   splits,
         reorganizations  and  recapitalizations.  The Security  Interest  shall
         attach to all such proceeds.

         3.    Events of Default. The  occurrence  of any Event of Default under
 the Credit Agreement shall be an Event of Default hereunder.

         4.    Remedies Upon Event of Default.  Upon  the occurrence of an Event
of Default and  during the continuance  thereof,  Secured Party may exercise any
one or more of the rights and remedies  specified in the Credit Agreement,   and
also any one or more of the following rights or remedies: (i) notify the obligor
on or issuer of any Collateral or any securities intermediary to make payment to
Secured  Party of any  amounts  due or  distributable  on any  Collateral,  (ii)
receive and keep in its possession or under its control  subject to the Security
Interest all proceeds of  Collateral,  except that any money  received  from the
Collateral  may,  at Secured  Party's  option,  be applied in  reduction  of the
Obligations;  (iii)  exercise  all  voting  and other  rights as a holder of any
Collateral;  (iv) exercise and enforce any or all rights and remedies  available
upon default to a secured party under the Uniform Commercial Code, including the
right to (A) order any  securities  intermediary  to sell any  Collateral on any
established  market  or over  the  counter  or to  cause  any  Collateral  to be
redeemed; (B) give any transfer or redemption order to any issuer of Collateral;
or (C) offer and sell Collateral  privately to purchasers who will agree to take
the Collateral for investment and not with a view to  distribution  and who will
agree to the imposition of restrictive legends on any certificates  representing
Collateral, and the right to arrange for a sale which would otherwise qualify as
exempt from  registration  under the  Securities  Act of 1933;  and if notice to
Debtor of any intended disposition of Collateral or any other intended action is
required  by  law  in  a  particular  instance,  such  notice  shall  be  deemed
commercially  reasonable if given at least 10 calendar days prior to the date of
intended  disposition  or other  action;  and (v) exercise or enforce any or all
other rights or remedies  available to Secured Party by law or agreement against
any Collateral, against Debtor or against any other person or property.
<PAGE>

         5.    Secured Party's Duties. Secured Party's duty of care with respect
to Collateral in its  possession  (as imposed by law) shall be deemed  fulfilled
if Secured Party exercises  reasonable  care  in  physically   safekeeping  such
Collateral,  or in the case of  Collateral  in the  custody or  possession  of a
securities intermediary or other third person,  exercises reasonable care in the
selection of the securities intermediary or other third person and Secured Party
need not otherwise preserve, protect, insure or care for any Collateral. Secured
Party shall not be  obligated  to preserve  any rights  Debtor may have  against
prior parties,  to exercise at all or in any particular manner any voting rights
which may be  available  with  respect  to any  Collateral,  to  realize  on the
Collateral  at all or in any  particular  manner or order,  or to apply any cash
proceeds of Collateral in any particular order of application. Regardless of the
manner in which  Secured  Party  chooses to  exercise  control  over  Collateral
(whether by possession,  by agreement with an issuer or Securities Intermediary,
by  transferring  security  entitlements  into its own account,  or  otherwise),
Secured Party shall not be deemed to be under any obligation to Debtor,  whether
as fiduciary,  trustee,  agent or otherwise,  except the duty of good faith, the
duties specifically imposed upon Secured Party by this Agreement, and the duties
imposed  upon  it as a  secured  party  by  Articles  1, 8 and 9 of the  Uniform
Commercial Code, as in effect in Minnesota.

         6.    Miscellaneous.   Any  disposition  of  Collateral  in  the manner
provided in Section 4 shall be deemed  commercially reasonable.  This  Agreement
can be waived, modified,  amended,  terminated or discharged, and  the  Security
Interest can be released,  only explicitly in a writing signed by Secured Party.
A waiver signed by Secured  Party  shall  be  effective  only  in  the  specific
instance and for the specific purpose given.  Mere delay or failure to act shall
not preclude the exercise or  enforcement  of any of Secured  Party's  rights or
remedies.  All rights and remedies of Secured Party shall be cumulative  and may
be exercised  singularly or  concurrently,  at Secured Party's  option,  and the
exercise  or  enforcement  of any one such  right or remedy  shall  neither be a
condition to nor bar the exercise or enforcement of any other. All notices to be
given to Debtor  shall be deemed  sufficiently  given if  delivered or mailed by
registered  or certified  mail,  postage  prepaid,  to Debtor at the address set
forth  following its signature on the signature page of this Agreement or at the
most recent  address shown on Secured  Party's  records.  Debtor will  reimburse
Secured Party for all expenses (including  reasonable  attorneys' fees and legal
expenses) incurred by Secured Party in the protection, defense or enforcement of
the  Security  Interest,  including  expenses  incurred  in  any  litigation  or
bankruptcy or insolvency  proceedings.  This Agreement shall be binding upon and
inure to the  benefit  of Debtor  and  Secured  Party and their  successors  and
assigns and shall take effect  when  signed by Debtor and  delivered  to Secured
Party,  and Debtor  waives notice of Secured  Party's  acceptance  hereof.  This
Agreement  shall be governed by the internal laws of Minnesota  and,  unless the
context otherwise requires,  all terms used herein which are defined in Articles
1, 8 and 9 of the Uniform Commercial Code, as in effect in Minnesota, shall have
the meanings  therein stated.  If any provision or application of this Agreement
is  held  unlawful  or  unenforceable   in  any  respect,   such  illegality  or
unenforceability  shall not affect other provisions or applications which can be
given  effect,  and this  Agreement  shall be  construed  as if the  unlawful or
unenforceable  provision  or  application  had never  been  contained  herein or
prescribed  hereby.  All  representations  and  warranties   contained  in  this
Agreement  shall  survive  the  execution,  delivery  and  performance  of  this
Agreement and the creation and payment of the Obligations.

         IN WITNESS WHEREOF, Debtor has executed this Agreement as of the day
first above written.

                                         THE SAN FRANCISCO COMPANY
Address:

                                         By
-------------------------------            -------------------------------------

                                           Its
-------------------------------               ----------------------------------


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


<PAGE>

                                                                      EXHIBIT 31

                           CERTIFICATIONS REQUIRED BY
                      RULE 13a-14(a) (17 CFR 240.13a-14(a))
                    OR RULE 15d-14(a) (17 CFR 240.15d-14(a))
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, Allen H. Blake, certify that:

1.   I have reviewed this Quarterly  Report on Form 10-Q (the "Report") of First
     Banks, Inc. (the "Registrant");

2.   Based on my knowledge, this Report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  Report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Report;

4.   The  Registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this Report is being prepared;

     b)   Evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures and presented in this Report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this Report based on such evaluation; and

     c)   Disclosed  in this  Report  any  change in the  Registrant's  internal
          control over financial reporting that occurred during the Registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  Registrant's  internal
          control over financial reporting; and

5.   The Registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the Registrant's auditors and the audit committee of the Registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  Registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          control over financial reporting.

Date:  August 14, 2003      By:  /s/ Allen H. Blake
                                ------------------------------------------------
                                     Allen H. Blake
                                     President, Chief Executive Officer and
                                     Chief Financial Officer
                                     (Principal Executive Officer and Principal
                                     Financial and Accounting Officer)


<PAGE>


                                                                      Exhibit 32


                           CERTIFICATIONS REQUIRED BY
                      RULE 13a-14(b) (17 CFR 240.13a-4(b))
                    OR RULE 15d-14(b) (17 CFR 240.15d-14(b))
                        AND SECTION 1350 OF CHAPTER 63 OF
               TITLE 18 OF THE UNITED STATES CODE (18 U.S.C. 1350)


         I,  Allen H.  Blake,  President,  Chief  Executive  Officer  and  Chief
Financial  Officer of First Banks,  Inc.  (the  Company),  certify,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

         (1)  The  Quarterly  Report  on  Form  10-Q  of  the  Company  for  the
              quarterly  period ended June 30, 2003 (the Report) fully  complies
              with  the   requirements  of  Sections  13(a)  or  15(d)  of   the
              Securities Exchange Act of 1934; and

         (2)  The information  contained in the Report fairly  presents, in  all
              material  respects,   the  financial  condition   and  results  of
              operations of the Company.


Date:  August 14, 2003       By:  /s/ Allen H. Blake
                                 -----------------------------------------------
                                      Allen H. Blake
                                      President, Chief Executive Officer and
                                      Chief Financial Officer
                                      (Principal Executive Officer and Principal
                                      Financial and Accounting Officer)