Exhibit 4.10














                               GUARANTEE AGREEMENT

                                FIRST BANKS, INC.

                            Dated as of June 16, 2006



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

                                              ARTICLE I
                                    DEFINITIONS AND INTERPRETATION

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

                                              ARTICLE II
                           POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

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

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

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

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

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

                                              ARTICLE III
                                         THE GUARANTEE TRUSTEE

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

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

                                              ARTICLE IV
                                              GUARANTEE

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

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

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

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

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

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

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

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

                                              ARTICLE V
                              LIMITATION OF TRANSACTIONS; SUBORDINATION

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

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

                                              ARTICLE VI
                                              TERMINATION

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

                                              ARTICLE VII
                                            INDEMNIFICATION

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

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

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

                                              ARTICLE VIII
                                              MISCELLANEOUS

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

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

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

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

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

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

</TABLE>




<PAGE>

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

               This GUARANTEE AGREEMENT (the "Guarantee"),  dated as of June 16,
2006, is executed and delivered by First Banks,  Inc.,  incorporated in Missouri
(the  "Guarantor"),  and Wells  Fargo  Bank,  National  Association,  a national
banking  association  with its  principal  place  of  business  in the  State of
Delaware, as trustee (the "Guarantee  Trustee"),  for the benefit of the Holders
(as  defined  herein)  from time to time of the Capital  Securities  (as defined
herein)  of First  Bank  Statutory  Trust VI, a  Delaware  statutory  trust (the
"Issuer").

               WHEREAS, pursuant to an Amended and Restated Declaration of Trust
(the  "Declaration"),  dated as of June 16, 2006, among the  administrators  and
trustees  named therein of the Issuer,  First Banks,  Inc., as sponsor,  and the
Holders from time to time of undivided beneficial interests in the assets of the
Issuer, the Issuer is issuing on the date hereof securities, having an aggregate
liquidation amount of up to $25,000,000,  designated the Capital Securities (the
"Capital Securities"); and

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

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

                                   ARTICLE I.
                         DEFINITIONS AND INTERPRETATION

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

               In this Guarantee, unless the context otherwise requires:

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

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

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

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

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

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

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

              "Corporate Trust Office" means the office of the Guarantee Trustee
at which the corporate  trust business of the Guarantee  Trustee  shall,  at any
particular  time,  be  principally  administered,  which  office  at the date of
execution  of this  Guarantee  is  located  at 919  Market  Street,  Suite  700,
Wilmington, DE 19801.

              "Covered Person" means any Holder of Capital Securities.

              "Debentures"  means the junior  subordinated  debentures  of First
Banks, Inc.,  designated the Junior  Subordinated Debt Securities due 2036, held
by the Institutional Trustee (as defined in the Declaration) of the Issuer.

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

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

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

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

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

              "Indenture"  means  the  Indenture,  dated  as of June  16,  2006,
between the Guarantor  and Wells Fargo Bank,  National  Association,  not in its
individual  capacity  but  solely as  trustee,  and any  indenture  supplemental
thereto  pursuant to which the Debentures are to be issued to the  Institutional
Trustee of the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

              (a)  Subject to the provisions of Section 2.1:

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

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

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

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

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

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

                  (vii)  The  Guarantee  Trustee  shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate,  statement,  instrument,  opinion,  report,  notice,
               request, direction,  consent, order, bond, debenture, note, other
               evidence  of  indebtedness  or other paper or  document,  but the
               Guarantee  Trustee,  in its  discretion,  may make  such  further
               inquiry or investigation into such facts or matters as it may see
               fit.

                  (viii) The  Guarantee  Trustee  may  execute any of the trusts
               or powers  hereunder  or  perform  any  duties  hereunder  either
               directly  or  by  or  through  agents,  nominees,  custodians  or
               attorneys, and the Guarantee Trustee shall not be responsible for
               any misconduct or negligence on the part of any agent or attorney
               appointed with due care by it hereunder.
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                  ARTICLE III
                              THE GUARANTEE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE IV
                                   GUARANTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              This  Guarantee  creates  a  guarantee  of   payment  and  not  of
collection.

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

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

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

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

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

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

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

                                   ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

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

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

<PAGE>

(v) any  declaration of a dividend in connection with any  stockholder's  rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi)
any dividend in the form of stock,  warrants,  options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock).

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

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

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

                                   ARTICLE VI
                                   TERMINATION

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

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

                                  ARTICLE VII
                                INDEMNIFICATION

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

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

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

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

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

              (b)   Promptly after receipt by an  Indemnified  Person under this
          Section  7.2  of  notice  of the  commencement  of  any  action,  such
          Indemnified  Person will, if a claim in respect  thereof is to be made
          against the Guarantor  under this Section 7.2, notify the Guarantor in
          writing of the commencement  thereof; but the failure so to notify the
          Guarantor  (i) will not relieve the  Guarantor  from  liability  under
          paragraph  (a) above unless and to the extent that the  Guarantor  did
          not  otherwise  learn of such action and such  failure  results in the
          forfeiture  by the  Guarantor of  substantial  rights and defenses and
          (ii)  will  not,  in  any  event,   relieve  the  Guarantor  from  any
          obligations to any Indemnified  Person other than the  indemnification
          obligation  provided in paragraph (a) above.  The  Guarantor  shall be
          entitled  to  appoint  counsel  of  the  Guarantor's   choice  at  the
          Guarantor's  expense to represent the Indemnified Person in any action
          for which indemnification is sought (in which case the Guarantor shall

<PAGE>

          not  thereafter  be  responsible  for the  fees  and  expenses  of any
          separate counsel retained by the Indemnified  Person or Persons except
          as set forth  below);  provided,  however,  that such counsel shall be
                                 --------   -------
          satisfactory   to  the   Indemnified   Person.   Notwithstanding   the
          Guarantor's  election to appoint  counsel to represent the Indemnified
          Person in any action,  the Indemnified  Person shall have the right to
          employ separate counsel  (including local counsel),  and the Guarantor
          shall bear the  reasonable  fees,  costs and expenses of such separate
          counsel (and local  counsel),  if (i) the use of counsel chosen by the
          Guarantor  to represent  the  Indemnified  Person  would  present such
          counsel  with a conflict  of  interest,  (ii) the actual or  potential
          defendants  in,  or  targets  of,  any such  action  include  both the
          Indemnified  Person and the Guarantor and the Indemnified Person shall
          have reasonably  concluded that there may be legal defenses  available
          to it and/or other  Indemnified  Persons which are  different  from or
          additional to those  available to the  Guarantor,  (iii) the Guarantor
          shall not have employed counsel satisfactory to the Indemnified Person
          to represent the  Indemnified  Person  within a reasonable  time after
          notice of the  institution of such action or (iv) the Guarantor  shall
          authorize the  Indemnified  Person to employ  separate  counsel at the
          expense of the Guarantor.  The Guarantor  will not,  without the prior
          written  consent of the Indemnified  Persons,  settle or compromise or
          consent to the entry of any  judgment  with  respect to any pending or
          threatened  claim,  action,  suit or  proceeding  in  respect of which
          indemnification  or contribution may be sought  hereunder  (whether or
          not the  Indemnified  Persons are actual or potential  parties to such
          claim  or  action)  unless  such  settlement,  compromise  or  consent
          includes an unconditional  release of each Indemnified Person from all
          liability arising out of such claim, action, suit or proceeding.

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

              The Guarantor agrees:

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

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

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

                                  ARTICLE VIII
                                  MISCELLANEOUS

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

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

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

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

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

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

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

                    Wells Fargo Bank, National Association
                    919 Market Street
                    Suite 700
                    Wilmington, DE 19801
                    Attention: Corporate Trust Division
                    Telecopy:  302-575-2006
                    Telephone: 302-575-2005

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

                    First Banks, Inc.
                    600 James S. McDonnell Blvd.
                    Hazelwood, MO 63042
                    Attention: Peter D. Wimmer
                    Telecopy:  (314) 592-6621
                    Telephone: (412) 592-6602
<PAGE>

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

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

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

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

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

              THIS  GUARANTEE  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH,  THE LAW OF THE STATE OF NEW YORK,  WITHOUT  REGARD  TO  CONFLICT  OF LAWS
PRINCIPLES THEREOF.

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

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



<PAGE>

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

                                   FIRST BANKS, INC.,
                                   as Guarantor


                                   By: /s/ Allen H. Blake
                                      ------------------------------------------
                                   Name:   Allen H. Blake
                                        ----------------------------------------
                                   Title:  President & Chief Executive Officer
                                         ---------------------------------------



                                   WELLS FARGO BANK, NATIONAL
                                   ASSOCIATION, as Guarantee Trustee


                                   By: /s/ Rosemary Kennard
                                      ------------------------------------------
                                   Name:   Rosemary Kennard
                                        ----------------------------------------
                                   Title:  Vice President
                                         ---------------------------------------