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 March 31, 2007

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

               For the transition period from _______ to ________

                         Commission File Number: 0-20632

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

            MISSOURI                                     43-1175538
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of 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. [X] Yes [ ] No

         Indicate by check mark whether the  registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act.  (Check  one):
Large accelerated filer [ ]    Accelerated filer [ ]   Non-accelerated filer [X]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No

         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 April 30, 2007
               -----                                    ------------------

   Common Stock, $250.00 par value                            23,661



<PAGE>

<TABLE>
<CAPTION>

                                             FIRST BANKS, INC.

                                             TABLE OF CONTENTS





                                                                                                        Page
                                                                                                        ----

PART I.    FINANCIAL INFORMATION

   ITEM 1. FINANCIAL STATEMENTS:

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

           CONSOLIDATED STATEMENTS OF INCOME.........................................................     2

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               AND COMPREHENSIVE INCOME..............................................................     3

           CONSOLIDATED STATEMENTS OF CASH FLOWS.....................................................     4

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................................     5

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS.............................................................    16

   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................    33

   ITEM 4. CONTROLS AND PROCEDURES...................................................................    33

PART II.   OTHER INFORMATION

   ITEM 6. EXHIBITS..................................................................................    34

SIGNATURES...........................................................................................    35

</TABLE>

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<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)

                                                                                        March 31,    December 31,
                                                                                          2007           2006
                                                                                          ----           ----
                                                                                       (unaudited)

                                                  ASSETS
                                                  ------

Cash and cash equivalents:
<S>                                                                                   <C>                <C>
     Cash and due from banks........................................................  $   215,917        215,974
     Short-term investments.........................................................      295,620        153,583
                                                                                      -----------     ----------
          Total cash and cash equivalents...........................................      511,537        369,557
                                                                                      -----------     ----------

Investment securities:
     Trading........................................................................       83,254         81,168
     Available for sale.............................................................    1,160,515      1,359,729
     Held to maturity (fair value of $23,450 and $23,971, respectively).............       23,516         24,049
                                                                                      -----------     ----------
          Total investment securities...............................................    1,267,285      1,464,946
                                                                                      -----------     ----------

Loans:
     Commercial, financial and agricultural.........................................    2,077,968      1,934,912
     Real estate construction and development.......................................    1,907,962      1,832,504
     Real estate mortgage...........................................................    3,652,227      3,615,148
     Consumer and installment.......................................................       85,559         83,008
     Loans held for sale............................................................      221,550        216,327
                                                                                      -----------     ----------
          Total loans...............................................................    7,945,266      7,681,899
     Unearned discount..............................................................      (13,137)       (15,418)
     Allowance for loan losses......................................................     (142,148)      (145,729)
                                                                                      -----------     ----------
          Net loans.................................................................    7,789,981      7,520,752
                                                                                      -----------     ----------

Bank premises and equipment, net....................................................      187,933        178,417
Goodwill and other intangible assets................................................      319,537        295,382
Bank-owned life insurance...........................................................      114,066        113,778
Deferred income taxes...............................................................       94,961        100,175
Other assets........................................................................      100,056        115,707
                                                                                      -----------     ----------
          Total assets..............................................................  $10,385,356     10,158,714
                                                                                      ===========     ==========

                                               LIABILITIES
                                               -----------

Deposits:
     Noninterest-bearing demand.....................................................  $ 1,258,668      1,281,108
     Interest-bearing demand........................................................      983,906        981,939
     Savings........................................................................    2,591,599      2,352,575
     Time deposits of $100 or more..................................................    1,467,310      1,419,579
     Other time deposits............................................................    2,398,987      2,407,885
                                                                                      -----------     ----------
          Total deposits............................................................    8,700,470      8,443,086
Other borrowings....................................................................      374,827        373,899
Notes payable.......................................................................       40,000         65,000
Subordinated debentures.............................................................      327,921        297,966
Deferred income taxes...............................................................       42,986         42,826
Accrued expenses and other liabilities..............................................       67,433        130,033
Minority interest in subsidiary.....................................................        5,539          5,469
                                                                                      -----------     ----------
          Total liabilities.........................................................    9,559,176      9,358,279
                                                                                      -----------     ----------
<PAGE>

                                           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..........................................................        9,685          9,685
Retained earnings...................................................................      806,361        784,864
Accumulated other comprehensive loss................................................       (8,844)       (13,092)
                                                                                      -----------     ----------
          Total stockholders' equity................................................      826,180        800,435
                                                                                      -----------     ----------
          Total liabilities and stockholders' equity................................  $10,385,356     10,158,714
                                                                                      ===========     ==========


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

</TABLE>

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<TABLE>
<CAPTION>
                                             FIRST BANKS, INC.

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

                                                                                             Three Months Ended
                                                                                                 March 31,
                                                                                         --------------------------
                                                                                            2007            2006
                                                                                            ----            ----
Interest income:
<S>                                                                                      <C>               <C>
     Interest and fees on loans.......................................................   $ 153,757         131,334
     Investment securities............................................................      16,192          14,777
     Short-term investments...........................................................       1,878           1,123
                                                                                         ---------       ---------
          Total interest income.......................................................     171,827         147,234
                                                                                         ---------       ---------
Interest expense:
     Deposits:
       Interest-bearing demand........................................................       2,616           1,828
       Savings........................................................................      18,337          11,183
       Time deposits of $100 or more..................................................      17,030          11,556
       Other time deposits............................................................      27,790          20,034
     Other borrowings.................................................................       4,351           4,695
     Notes payable....................................................................         908           1,420
     Subordinated debentures..........................................................       5,934           5,652
                                                                                         ---------       ---------
          Total interest expense......................................................      76,966          56,368
                                                                                         ---------       ---------
          Net interest income.........................................................      94,861          90,866
Provision for loan losses.............................................................       3,500           1,000
                                                                                         ---------       ---------
          Net interest income after provision for loan losses.........................      91,361          89,866
                                                                                         ---------       ---------
Noninterest income:
     Service charges on deposit accounts and customer service fees....................      10,608          10,232
     Gain on loans sold and held for sale.............................................       3,926           6,821
     Net gain (loss) on investment securities.........................................         293          (2,771)
     Bank-owned life insurance investment income......................................         713           1,115
     Investment management income.....................................................       1,510           2,301
     Insurance fee and commission income..............................................       1,695              --
     Other............................................................................       5,838           7,799
                                                                                         ---------       ---------
          Total noninterest income....................................................      24,583          25,497
                                                                                         ---------       ---------
Noninterest expense:
     Salaries and employee benefits...................................................      45,228          39,494
     Occupancy, net of rental income..................................................       7,421           6,235
     Furniture and equipment..........................................................       4,551           3,963
     Postage, printing and supplies...................................................       1,782           1,426
     Information technology fees......................................................       9,331           9,061
     Legal, examination and professional fees.........................................       1,733           2,097
     Amortization of intangible assets................................................       2,926           1,517
     Communications...................................................................         761             554
     Advertising and business development.............................................       1,900           1,727
     Charitable contributions.........................................................       1,916           1,617
     Other............................................................................       8,152           7,124
                                                                                         ---------       ---------
          Total noninterest expense...................................................      85,701          74,815
                                                                                         ---------       ---------
          Income before provision for income taxes and minority interest in
             income (loss) of subsidiary..............................................      30,243          40,548
Provision for income taxes............................................................      10,950          11,703
                                                                                         ---------       ---------
          Income before minority interest in income (loss) of subsidiary..............      19,293          28,845
Minority interest in income (loss) of subsidiary......................................          70            (158)
                                                                                         ---------       ---------
          Net income..................................................................      19,223          29,003
Preferred stock dividends.............................................................         196             196
                                                                                         ---------       ---------
          Net income available to common stockholders.................................   $  19,027          28,807
                                                                                         =========       =========

Basic earnings per common share.......................................................   $  804.12        1,217.49
                                                                                         =========       =========

Diluted earnings per common share.....................................................   $  799.23        1,202.46
                                                                                         =========       =========

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

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

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<TABLE>
<CAPTION>

                                             FIRST BANKS, INC.

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME - (UNAUDITED)
            Three Months Ended March 31, 2007 and 2006 and Nine Months Ended December 31, 2006
                           (dollars expressed in thousands, except per share data)




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

<S>                                                           <C>        <C>     <C>       <C>        <C>       <C>       <C>
Balances, December 31, 2005................................   $12,822    241     5,915     5,910      673,956   (19,906)   678,938
                                                                                                                          --------
Three months ended March 31, 2006:
   Comprehensive income:
     Net income............................................        --     --        --        --       29,003        --     29,003
     Other comprehensive loss, net of tax:
       Unrealized losses on investment securities..........        --     --        --        --           --    (3,560)    (3,560)
       Reclassification adjustment for investment
         securities losses included in net income..........        --     --        --        --           --     1,538      1,538
       Derivative instruments:
         Current period transactions.......................        --     --        --        --           --      (303)      (303)
                                                                                                                          --------
   Total comprehensive income..............................                                                                 26,678
   Class A preferred stock dividends, $0.30 per share......        --     --        --        --         (192)       --       (192)
   Class B preferred stock dividends, $0.03 per share......        --     --        --        --           (4)       --         (4)
                                                              -------    ---     -----     -----      -------   -------   --------
Balances, March 31, 2006...................................    12,822    241     5,915     5,910      702,763   (22,231)   705,420
                                                                                                                          --------
Nine months ended December 31, 2006:
   Comprehensive income:
     Net income............................................        --     --        --        --       82,691        --     82,691
     Other comprehensive income, net of tax:
       Unrealized gains on investment securities...........        --     --        --        --           --     7,226      7,226
       Reclassification adjustment for investment
         securities gains included in net income...........        --     --        --        --           --      (296)      (296)
       Derivative instruments:
         Current period transactions.......................        --     --        --        --           --     2,209      2,209
                                                                                                                          --------
   Total comprehensive income..............................                                                                 91,830
   Adjustment for the utilization of net operating
       losses associated with prior acquisitions...........        --     --        --     3,775           --        --      3,775
   Class A preferred stock dividends, $0.90 per share......        --     --        --        --         (577)       --       (577)
   Class B preferred stock dividends, $0.08 per share......        --     --        --        --          (13)       --        (13)
                                                              -------    ---     -----     -----      -------   -------   --------
Balances, December 31, 2006................................    12,822    241     5,915     9,685      784,864   (13,092)   800,435
                                                                                                                          --------
Three months ended March 31, 2007:
   Comprehensive income:
     Net income............................................        --     --        --        --       19,223        --     19,223
     Other comprehensive income, net of tax:
       Unrealized gains on investment securities...........        --     --        --        --           --     2,620      2,620
       Reclassification adjustment for investment
         securities gains included in net income...........        --     --        --        --           --       (94)       (94)
       Derivative instruments:
         Current period transactions.......................        --     --        --        --           --     1,722      1,722
                                                                                                                          --------
   Total comprehensive income..............................                                                                 23,471
   Cumulative effect of change in accounting principle.....        --     --        --        --        2,470        --      2,470
   Class A preferred stock dividends, $0.30 per share......        --     --        --        --         (192)       --       (192)
   Class B preferred stock dividends, $0.03 per share......        --     --        --        --           (4)       --         (4)
                                                              -------    ---     -----     -----      -------   -------   --------
Balances, March 31, 2007...................................   $12,822    241     5,915     9,685      806,361    (8,844)   826,180
                                                              =======    ===     =====     =====      =======   =======   ========

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)
                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                            ------------------------
                                                                                               2007          2006
                                                                                               ----          ----
Cash flows from operating activities:
<S>                                                                                         <C>              <C>
     Net income.........................................................................    $  19,223        29,003
     Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization of bank premises and equipment.....................        4,819         4,458
       Amortization, net of accretion...................................................        4,107         3,288
       Originations of loans held for sale..............................................     (243,739)     (137,837)
       Proceeds from sales of loans held for sale.......................................      252,507       220,255
       Provision for loan losses........................................................        3,500         1,000
       Provision for deferred income taxes..............................................          733         5,062
       Decrease in accrued interest receivable..........................................        6,287           574
       (Decrease) increase in accrued interest payable..................................       (4,283)        1,126
       Net increase in trading securities...............................................       (1,904)      (46,957)
       Gain on loans sold and held for sale.............................................       (3,926)       (6,821)
       Net (gain) loss on investment securities.........................................         (293)        2,771
       Other operating activities, net..................................................       22,958        30,463
       Minority interest in income (loss) of subsidiary.................................           70          (158)
                                                                                            ---------     ---------
          Net cash provided by operating activities.....................................       60,059       106,227
                                                                                            ---------     ---------

Cash flows from investing activities:
     Cash paid for acquired entities, net of cash and cash equivalents received.........      (14,719)      (20,532)
     Proceeds from sales of investment securities available for sale....................          487       147,439
     Maturities of investment securities available for sale.............................      242,548       151,539
     Maturities of investment securities held to maturity...............................          524         1,497
     Purchases of investment securities available for sale..............................      (34,219)     (281,704)
     Purchases of investment securities held to maturity................................           --          (120)
     Net increase in loans..............................................................     (115,652)     (275,150)
     Recoveries of loans previously charged-off.........................................        1,709         6,774
     Purchases of bank premises and equipment...........................................       (9,288)       (4,197)
     Other investing activities, net....................................................          946          (833)
                                                                                            ---------     ---------
          Net cash provided by (used in) investing activities...........................       72,336      (275,287)
                                                                                            ---------     ---------

Cash flows from financing activities:
     Increase (decrease) in demand and savings deposits.................................      165,830       (58,267)
     (Decrease) increase in time deposits...............................................      (67,644)      342,881
     Decrease in Federal Home Loan Bank advances........................................      (33,241)      (24,500)
     Increase (decrease) in securities sold under agreements to repurchase..............          969      (167,030)
     Repayments of notes payable........................................................      (25,000)       (5,000)
     Proceeds from issuance of subordinated debentures..................................       25,774        41,238
     Repayments of subordinated debentures..............................................      (56,907)           --
     Payment of preferred stock dividends...............................................         (196)         (196)
                                                                                            ---------     ---------
          Net cash provided by financing activities.....................................        9,585       129,126
                                                                                            ---------     ---------
          Net increase (decrease) in cash and cash equivalents..........................      141,980       (39,934)
Cash and cash equivalents, beginning of period..........................................      369,557       286,652
                                                                                            ---------     ---------
Cash and cash equivalents, end of period................................................    $ 511,537       246,718
                                                                                            =========     =========

Supplemental disclosures of cash flow information:
     Cash paid (received) during the period for:
        Interest on liabilities.........................................................    $  81,249        55,242
        Income taxes....................................................................      (14,572)           36
                                                                                            =========     =========
     Noncash investing and financing activities:
        Loans transferred to other real estate..........................................    $   3,067         1,557
                                                                                            =========     =========

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 2006
Annual Report on Form 10-K.  The  consolidated  financial  statements  have been
prepared in accordance with U.S.  generally accepted  accounting  principles 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
U.S. generally accepted accounting principles.  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  months ended March 31, 2007 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2007.

         The  consolidated  financial  statements  include  the  accounts of the
parent company and its  subsidiaries,  giving effect to the minority interest in
one subsidiary, as more fully described below, and in Note 6 to the Consolidated
Financial  Statements.  All significant  intercompany  accounts and transactions
have been eliminated.  Certain  reclassifications of 2006 amounts have been made
to conform to the 2007 presentation.

         First Banks operates  through its wholly owned  subsidiary bank holding
company,  The San Francisco  Company  (SFC),  and SFC's wholly owned  subsidiary
bank, First Bank, both headquartered in St. Louis, Missouri. First Bank operates
through  its branch  banking  offices  and  subsidiaries:  First  Bank  Business
Capital, Inc.; Missouri Valley Partners,  Inc. (MVP); Adrian N. Baker & Company;
Universal Premium Acceptance  Corporation and its wholly owned subsidiary,  UPAC
of  California,  Inc.; and Small Business Loan Source LLC (SBLS LLC). All of the
subsidiaries  are wholly  owned,  except for SBLS LLC,  which is 63.9%  owned by
First Bank and 36.1% owned by First Capital America,  Inc. (FCA) as of March 31,
2007, as further described in Note 6 to the Consolidated Financial Statements.

         Significant  Accounting  Policies.  First Banks  implemented  Financial
Accounting  Standards  Board  (FASB)  Interpretation  No. 48 --  Accounting  for
Uncertainty in Income Taxes, an Interpretation of SFAS No. 109 -- Accounting for
Income Taxes, on January 1, 2007 (FIN 48). The implementation of FIN 48 resulted
in the recognition of a cumulative  effect of change in accounting  principle of
$2.5 million,  which was recorded as an increase to beginning retained earnings,
as  further  described  in Note  12 to the  Consolidated  Financial  Statements.
Interest  related to unrecognized  tax benefits is included in interest  expense
and penalties  related to unrecognized  tax benefits are included in noninterest
expense.

(2)      ACQUISITIONS AND INTEGRATION COSTS

         Completed Acquisitions. On February 28, 2007, First Banks completed its
acquisition  of  Royal  Oaks  Bancshares,  Inc.  and its  wholly  owned  banking
subsidiary, Royal Oaks Bank, ssb (collectively, Royal Oaks) for $38.6 million in
cash. Royal Oaks was  headquartered in Houston,  Texas and operated five banking
offices in the Houston area. In addition, at the time of the acquisition,  Royal
Oaks was in the process of opening a de novo branch  banking  office  located in
the Heights, near downtown Houston, which subsequently opened on April 16, 2007.
The  acquisition  served to expand  First Banks'  banking  franchise in Houston,
Texas.  The  transaction was funded through  internally  generated funds and the
issuance of subordinated  debentures  associated  with the private  placement of
$25.0 million of trust preferred  securities  through a newly formed  affiliated
statutory trust, as further  described in Note 11 to the Consolidated  Financial
Statements.  At the time of the  acquisition,  Royal  Oaks had  assets of $206.9
million, loans, net of unearned discount, of $175.5 million,  deposits of $159.1
million  and  stockholders'  equity of $9.6  million.  The assets  acquired  and
liabilities  assumed  were  recorded  at  their  estimated  fair  value  on  the
acquisition date. The fair value adjustments represent current estimates and are
subject to further  adjustment as the valuation  data is finalized.  Preliminary
goodwill,  which is not  deductible  for tax purposes,  was $23.2  million,  and
preliminary core deposit intangibles,  which are being amortized over five years
utilizing the  straight-line  method,  were $4.5 million.  Royal Oaks was merged
with and into First Bank at the time of the acquisition.

         Acquisition  and Integration  Costs.  First Banks accrues certain costs
associated with its  acquisitions as of the respective  consummation  dates. The
accrued  costs  relate 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 First Banks incurs 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
periods  generally ranging from two to 15 years and are triggered as a result of

<PAGE>

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 First Banks' existing operations are normally paid to the
recipients  within 90 days of the respective  consummation date and are expensed
in the  consolidated  statements  of income as incurred.  The accrued  severance
balance of $385,000 as of March 31, 2007, as summarized in the following  table,
is comprised of contractual  obligations under salary continuation agreements to
seven  individuals with remaining terms ranging from  approximately one month to
nine years. As the obligation to make payments under these agreements is accrued
at  the  consummation  date,  such  payments  do  not  have  any  impact  on the
consolidated  statements of income.  First Banks also incurs  integration  costs
associated with acquisitions that are expensed in the consolidated statements of
income.   These  costs  relate  principally  to  additional  costs  incurred  in
conjunction  with  the  information  technology  conversions  of the  respective
entities.   The  following  table  summarizes  the  cumulative  acquisition  and
integration costs attributable to the Company's acquisitions, which were accrued
as of the consummation dates of the respective  acquisition and are reflected in
accrued and other liabilities in the consolidated balance sheets:
<TABLE>
<CAPTION>
                                                                                    Information
                                                                     Severance    Technology Fees     Total
                                                                     ---------    ---------------     -----
                                                                        (dollars expressed in thousands)

<S>                                                                   <C>                <C>           <C>
         Balance at December 31, 2006.............................    $  386             --            386
         Three Months Ended March 31, 2007:
             Amounts accrued at acquisition date..................       100            579            679
             Payments.............................................      (101)            --           (101)
                                                                      ------           ----           ----
         Balance at March 31, 2007................................    $  385            579            964
                                                                      ======           ====           ====

(3)      GOODWILL AND OTHER INTANGIBLE ASSETS

         Goodwill  and  other  intangible  assets,  net  of  amortization,  were
comprised of the following at March 31, 2007 and December 31, 2006:

                                                            March 31, 2007             December 31, 2006
                                                       ------------------------     -----------------------
                                                         Gross                       Gross
                                                        Carrying    Accumulated     Carrying    Accumulated
                                                         Amount    Amortization      Amount    Amortization
                                                         ------    ------------      ------    ------------
                                                                  (dollars expressed in thousands)

         Amortized intangible assets:
             Core deposit intangibles................  $  65,367     (21,367)        60,867      (18,850)
             Customer list intangibles...............     23,320      (1,287)        23,320         (913)
             Goodwill associated with
                P&A Transactions (1).................      2,210      (1,323)         2,210       (1,288)
                                                       ---------     -------        -------      -------
                   Total.............................  $  90,897     (23,977)        86,397      (21,051)
                                                       =========     =======        =======      =======

         Unamortized intangible assets:
             Goodwill associated with
                stock purchases......................  $ 252,617                    230,036
                                                       =========                    =======
         --------------------
         (1) P&A  Transactions  represent  transactions  structured  as  purchases  of  certain assets and
             assumption of selected liabilities.
</TABLE>

         Amortization of intangible assets was $2.9 million and $1.5 million for
the three months ended March 31, 2007 and 2006,  respectively.  Amortization  of
intangible assets, including amortization of core deposit intangibles,  customer
list  intangibles  and  goodwill  associated  with  P&A  Transactions,  has been
estimated  in the  following  table,  and does not take into  consideration  any
potential future acquisitions or branch office purchases.
<TABLE>
<CAPTION>
                                                                          (dollars expressed in thousands)
         Year ending December 31:
<S>                                                                                   <C>
              2007 remaining........................................................  $  9,529
              2008..................................................................    12,606
              2009..................................................................    10,703
              2010..................................................................    10,242
              2011..................................................................     7,941
              2012..................................................................     2,392
              Thereafter............................................................    13,507
                                                                                      --------
                  Total.............................................................  $ 66,920
                                                                                      ========
</TABLE>


<PAGE>


         Changes in the  carrying  amount of goodwill for the three months ended
March 31, 2007 and 2006 were as follows:
<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                                                                                      March 31,
                                                                               ----------------------
                                                                                  2007         2006
                                                                                  ----         ----
                                                                          (dollars expressed in thousands)

<S>                                                                             <C>          <C>
         Balance, beginning of period........................................   $230,958     167,056
         Goodwill acquired during the period.................................     23,183      14,896
         Acquisition-related adjustments (1).................................       (602)         38
         Amortization - P&A Transactions.....................................        (35)        (35)
                                                                                --------    --------
         Balance, end of period..............................................   $253,504     181,955
                                                                                ========    ========
         ------------------
         (1)  Acquisition-related adjustments recorded in the first quarter of 2007 pertain to the acquisition
              of San Diego Community Bank in  August 2006. Acquisition-related adjustments included additional
              purchase accounting adjustments necessary to appropriately adjust  preliminary goodwill recorded
              at the time of the acquisition, which was  based upon  current estimates available at that time,
              to reflect the receipt of additional valuation data.
</TABLE>


(4)      SERVICING RIGHTS

         Mortgage Banking  Activities.  At March 31, 2007 and December 31, 2006,
First Banks serviced  mortgage loans for others totaling $1.01 billion and $1.04
billion,   respectively.   Changes  in  mortgage   servicing   rights,   net  of
amortization,  for the  three  months  ended  March  31,  2007 and 2006  were as
follows:
<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                                                                                      March 31,
                                                                               ----------------------
                                                                                  2007         2006
                                                                                  ----         ----
                                                                          (dollars expressed in thousands)

<S>                                                                              <C>           <C>
         Balance, beginning of period........................................    $5,867        6,623
         Originated mortgage servicing rights (1)............................       333        1,458
         Amortization........................................................      (793)      (1,047)
                                                                                 ------       ------
         Balance, end of period..............................................    $5,407        7,034
                                                                                 ======       ======
         ------------------
         (1)  In March 2006, First Banks capitalized mortgage servicing rights of $1.2 million associated with
              the securitization of $77.1 million of certain residential mortgage loans held in the  Company's
              loan portfolio, resulting in the recognition of $1.2 million in loan servicing income related to
              the future servicing of the underlying loans.
</TABLE>

         First Banks did not incur any impairment of mortgage  servicing  rights
during the three months ended March 31, 2007 and 2006.

         Amortization  of mortgage  servicing  rights at March 31, 2007 has been
estimated in the following table:
<TABLE>
<CAPTION>

                                                                          (dollars expressed in thousands)

         Year ending December 31:
<S>                                                                                    <C>
              2007 remaining.........................................................  $ 1,607
              2008...................................................................    1,224
              2009...................................................................      788
              2010...................................................................      599
              2011...................................................................      484
              2012...................................................................      487
              Thereafter.............................................................      218
                                                                                       -------
                  Total..............................................................  $ 5,407
                                                                                       =======
</TABLE>



<PAGE>


         Other  Servicing  Activities.  At March 31, 2007 and December 31, 2006,
First Banks serviced United States Small Business Administration (SBA) loans for
others totaling $145.5 million and $143.4 million, respectively.  Changes in SBA
servicing rights, net of amortization and impairment, for the three months ended
March 31, 2007 and 2006 were as follows:
<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                                                                                      March 31,
                                                                               ----------------------
                                                                                  2007         2006
                                                                                  ----         ----
                                                                          (dollars expressed in thousands)

<S>                                                                              <C>           <C>
         Balance, beginning of period........................................    $8,064        9,489
         Originated SBA servicing rights.....................................       467          172
         Amortization........................................................      (413)        (441)
         Impairment..........................................................      (323)        (278)
                                                                                 ------       ------
         Balance, end of period..............................................    $7,795        8,942
                                                                                 ======       ======
</TABLE>

         First Banks  recognized  impairment  of $323,000  and  $278,000 for the
three  months ended March 31, 2007 and 2006,  respectively.  The  impairment  of
$323,000  recorded  for the three months  ended March 31, 2007  resulted  from a
decline in the fair value of the SBA servicing  assets below the carrying  value
primarily  attributable  to payoffs  received  on certain  existing  loans.  The
impairment  of  $278,000  recorded  for the three  months  ended  March 31, 2006
resulted from a decline in the fair value of the SBA servicing  assets below the
carrying  value  primarily  attributable  to the  placement of certain  loans on
nonaccrual status and payoffs received on certain existing loans.

         Amortization  of SBA  servicing  rights  at  March  31,  2007  has been
estimated in the following table:
<TABLE>
<CAPTION>
                                                                          (dollars expressed in thousands)

         Year ending December 31:
<S>                                                                                    <C>
              2007 remaining.........................................................  $ 1,144
              2008...................................................................    1,287
              2009...................................................................    1,061
              2010...................................................................      872
              2011...................................................................      714
              2012...................................................................      584
              Thereafter.............................................................    2,133
                                                                                       -------
                  Total..............................................................  $ 7,795
                                                                                       =======
</TABLE>

(5)      EARNINGS PER COMMON SHARE

         The  following is a  reconciliation  of basic and diluted  earnings per
share (EPS) for the three months ended March 31, 2007 and 2006:

<TABLE>
<CAPTION>
                                                                                                 Per Share
                                                                      Income        Shares        Amount
                                                                      ------        ------        ------
                                                           (dollars in thousands, except share and per share data)

     Three months ended March 31, 2007:
<S>                                                                  <C>            <C>          <C>
         Basic EPS - income available to common stockholders......   $19,027        23,661       $  804.12
         Effect of dilutive securities:
           Class A convertible preferred stock....................       192           385           (4.89)
                                                                     -------       -------       ---------
         Diluted EPS - income available to common stockholders....   $19,219        24,046       $  799.23
                                                                     =======       =======       =========

     Three months ended March 31, 2006:
         Basic EPS - income available to common stockholders......   $28,807        23,661       $1,217.49
         Effect of dilutive securities:
           Class A convertible preferred stock....................       192           456          (15.03)
                                                                     -------       -------       ---------
         Diluted EPS - income available to common stockholders....   $28,999        24,117       $1,202.46
                                                                     =======       =======       =========
</TABLE>


<PAGE>

(6)      TRANSACTIONS WITH RELATED PARTIES

         First Services,  L.P., a limited partnership  indirectly owned by First
Banks'  Chairman  and  members of his  immediate  family,  provides  information
technology,  item processing and various related  services to First Banks,  Inc.
and its subsidiaries.  Fees paid under agreements with First Services, L.P. were
$7.8  million  and $7.7  million for the three  months  ended March 31, 2007 and
2006, respectively. First Services, L.P. leases information technology and other
equipment  from First  Bank.  During the three  months  ended March 31, 2007 and
2006,  First  Services,  L.P.  paid First Bank $1.1  million  and $1.2  million,
respectively, in rental fees for the use of that equipment.

         First Brokerage America, L.L.C., a limited liability company indirectly
owned by First Banks'  Chairman and members of his  immediate  family,  received
approximately  $913,000  and  $547,000 for the three months ended March 31, 2007
and 2006,  respectively,  in gross 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.

         On January 16, 2007,  First Banks  contributed  48,796 shares of common
stock held in its available-for-sale investment securities portfolio with a fair
value of $1.7 million to the Dierberg Operating  Foundation,  Inc., a charitable
foundation  established  by First Banks'  Chairman and members of his  immediate
family.  In conjunction with this transaction,  First Banks recorded  charitable
contributions  expense of $1.7 million,  which was partially offset by a gain on
the contribution of these available-for-sale  investment securities of $147,000,
representing  the  difference  between  the cost basis and the fair value of the
common  stock  on the  date  of  the  contribution.  In  addition,  First  Banks
recognized  a tax  benefit of $1.0  million  associated  with this  transaction.
During the three months ended March 31, 2006, First Bank contributed $500,000 to
the Dierberg Operating Foundation, Inc.

         First Bank leases certain of its in-store  branch offices and ATM sites
from Dierbergs Markets,  Inc., a grocery store chain headquartered in St. Louis,
Missouri that is owned and operated by the brother of First Banks'  Chairman and
members of his immediate family. Total rent expense incurred by First Bank under
the lease  obligation  contracts  was $99,000  and $86,000 for the three  months
ended March 31, 2007 and 2006, respectively.

         In June 2005,  FCA, a  corporation  owned by First Banks'  Chairman and
members of his  immediate  family,  became a 49.0% owner of SBLS LLC in exchange
for $7.4 million  pursuant to a written  option  agreement  with First Bank.  On
January 2, 2007,  First Bank contributed $4.0 million to SBLS LLC in the form of
a capital  contribution,  which increased First Bank's  ownership of SBLS LLC to
63.9% and decreased FCA's ownership to 36.1%.

         In June 2005,  SBLS LLC executed a  Multi-Party  Agreement by and among
SBLS LLC, First Bank, Colson Services Corp.,  fiscal transfer agent for the SBA,
and the SBA,  in addition to a Loan and  Security  Agreement  by and among First
Bank and the SBA  (collectively,  the  Agreement)  that provided a $50.0 million
warehouse line of credit for loan funding purposes.  The Agreement  provided for
an initial  maturity date of June 30, 2008,  which was extended on June 15, 2006
by First Bank to June 30, 2009. Interest was payable monthly, in arrears, on the
outstanding balances at a rate equal to First Bank's prime lending rate minus 50
basis points. On March 1, 2007, SBLS LLC modified the Agreement with First Bank.
The primary  modifications to the structure of the financing arrangement include
(a) an increase  in the  warehouse  line of credit  from $50.0  million to $60.0
million;  and (b) interest is payable  monthly,  in arrears,  on the outstanding
balances  at a rate  equal to First  Bank's  prime  lending  rate minus 50 basis
points,  with the  option  of  electing  to have a  portion  of the  outstanding
principal  balance  in  amounts  not  greater  than  $40.0  million,  in minimum
increments  of  $500,000,  bear  interest at a fixed rate per annum equal to the
one-month  London  Interbank  Offering Rate (LIBOR) plus 215 basis  points,  the
three-month LIBOR plus 215 basis points or the long-term interest rate swap rate
plus 215 basis  points,  provided  that no more than three  fixed-rate  interest
periods  may be in effect at any given  time and no  interest  period may extend
beyond the  maturity  date.  Advances  under the  Agreement  are  secured by the
assignment  of the  majority of the assets of SBLS LLC.  The balance of advances
outstanding  under this line of credit was $47.8  million  and $47.5  million at
March 31, 2007 and December 31, 2006,  respectively.  Interest  expense recorded
under the  Agreement  by SBLS LLC was $934,000 and $580,000 for the three months
ended March 31, 2007 and 2006,  respectively.  The balance of the advances under
the Agreement and the related interest expense  recognized by SBLS LLC are fully
eliminated for purposes of the Consolidated Financial Statements.

         First  Bank  has had in the  past,  and may  have in the  future,  loan
transactions in the ordinary course of business with its directors  and/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 $48.1 million and $55.9 million at March 31, 2007 and December 31,
2006,  respectively.  First Bank does not extend  credit to its  officers  or to
officers of First Banks,  Inc., except extensions of credit secured by mortgages
on personal  residences,  loans to purchase  automobiles,  personal  credit card
accounts and deposit account overdraft  protection under a plan whereby a credit
limit has been  established  in  accordance  with First Bank's  standard  credit
criteria.
<PAGE>

         In August  2005,  First Bank  entered  into a contract  with World Wide
Technology,  Inc.  (WWT),  a wholly owned  subsidiary  of World Wide  Technology
Holding Co.,  Inc.  (WWTHC).  WWTHC is an electronic  procurement  and logistics
company in the  information  technology  industry  headquartered  in St.  Louis,
Missouri.  The  contract  provided  for WWT to  provide  information  technology
services  associated  with the  initial  phase of a  corporate-wide  upgrade  of
personal  computers  to First Bank  employees  in an  ongoing  effort to further
standardize the  technological  infrastructure  throughout the First Bank branch
banking network. Mr. David L. Steward, a director of First Banks and a member of
the Audit  Committee  of First  Banks,  serves as the  Chairman  of the Board of
Directors of WWTHC. Prior to entering into this contract, the Audit Committee of
First  Banks  reviewed  and  approved  the  utilization  of WWT for  information
technology  services  for this  phase of the  project  with  fees not to  exceed
$500,000.  First Bank made payments of $478,000 under the contract for the first
phase of the  project,  of which  $7,000 in payments  were made during the three
months ended March 31, 2006.  During 2006, First Bank evaluated the second phase
of its  corporate-wide  personal  computer  upgrade  project and entered  into a
contract with WWT in August 2006 for additional information technology services.
Prior to  entering  into this  contract,  the  Audit  Committee  of First  Banks
reviewed and approved the  utilization of WWT for this phase of the project with
fees not to exceed  $500,000.  First Bank made  payments of  $379,000  under the
contract for the second  phase of the project  which is now  complete,  of which
$12,000 in payments were made during the three months ended March 31, 2007.

(7)      REGULATORY CAPITAL

         First  Banks and First 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 First 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.

         Quantitative  measures  established  by  regulation  to ensure  capital
adequacy  require  First  Banks and First Bank to maintain  minimum  amounts and
ratios  of  total  and  Tier  1  capital  (as  defined  in the  regulations)  to
risk-weighted  assets,  and of Tier 1  capital  to  average  assets.  Management
believes,  as of March 31,  2007,  First  Banks  and  First  Bank were each well
capitalized.  As of March 31,  2007,  the most  recent  notification  from First
Banks'  primary  regulator  categorized  First  Banks  and  First  Bank  as well
capitalized under the regulatory  framework for prompt corrective  action. To be
categorized  as well  capitalized,  First  Banks  and First  Bank must  maintain
minimum total  risk-based,  Tier 1 risk-based and Tier 1 leverage  ratios as set
forth in the following table.

         At March 31, 2007 and December 31, 2006,  First Banks' and First Bank's
required and actual capital ratios were as follows:
<TABLE>
<CAPTION>

                                                            Actual
                                           -----------------------------------------       For         To be Well
                                              March 31, 2007      December 31, 2006      Capital    Capitalized Under
                                           -------------------   -------------------     Adequacy   Prompt Corrective
                                             Amount     Ratio      Amount     Ratio      Purposes   Action Provisions
                                             ------     -----      ------     -----      --------   -----------------
                                                (dollars expressed in thousands)

Total capital (to risk-weighted assets):
<S>                                        <C>          <C>      <C>          <C>          <C>          <C>
    First Banks..........................  $ 959,758    10.22%   $ 929,688    10.25%       8.0%         10.0%
    First Bank...........................    949,572    10.15      925,013    10.23        8.0          10.0

Tier 1 capital (to risk-weighted assets):
    First Banks..........................    794,425     8.46      789,967     8.71        4.0           6.0
    First Bank...........................    832,228     8.89      811,530     8.97        4.0           6.0

Tier 1 capital (to average assets):
    First Banks..........................    794,425     8.09      789,967     8.13        3.0           5.0
    First Bank...........................    832,228     8.51      811,530     8.38        3.0           5.0

</TABLE>



<PAGE>


         In March 2005,  the Federal  Reserve  adopted a final rule,  Risk-Based
Capital  Standards:  Trust  Preferred  Securities and the Definition of Capital,
which allows for the continued limited  inclusion of trust preferred  securities
in Tier 1 capital.  The  Federal  Reserve's  final rule limits  restricted  core
capital  elements  to 25% of the sum of all  core  capital  elements,  including
restricted core capital elements,  net of goodwill less any associated  deferred
tax liability.  Amounts of restricted  core capital  elements in excess of these
limits may  generally  be included in Tier 2 capital.  Specifically,  amounts of
qualifying trust preferred  securities and cumulative  perpetual preferred stock
in  excess  of the 25%  limit may be  included  in Tier 2  capital,  but will be
limited,  together with subordinated  debt and limited-life  preferred stock, to
50% of Tier 1 capital.  In addition,  the final rule  provides  that in the last
five  years  before  the  maturity  of the  underlying  subordinated  note,  the
outstanding  amount  of  the  associated  trust  preferred  securities  is to be
excluded  from  Tier 1  capital  and  included  in Tier 2  capital,  subject  to
one-fifth  amortization  per  year.  The final  rule  provides  for a  five-year
transition   period,   ending  March  31,  2009,  for  the  application  of  the
quantitative  limits.  Until March 31, 2009, the aggregate  amount of qualifying
cumulative  perpetual preferred stock and qualifying trust preferred  securities
that may be  included  in Tier 1  capital  is  limited  to 25% of the sum of the
following  core  capital  elements:   qualifying  common  stockholders'  equity,
qualifying  noncumulative and cumulative  perpetual preferred stock,  qualifying
minority  interest  in the equity  accounts  of  consolidated  subsidiaries  and
qualifying  trust  preferred  securities.  First Banks has  determined  that the
Federal  Reserve's  final  rules  that  will be  effective  in  March  2009,  if
implemented  as of March 31, 2007,  would reduce First Banks' Tier 1 capital (to
risk-weighted assets) and Tier 1 capital (to average assets) to 7.56% and 7.23%,
respectively,  and would not have an impact on total  capital (to  risk-weighted
assets).

(8)      BUSINESS SEGMENT RESULTS

         First Banks'  business  segment is First Bank. The reportable  business
segment is consistent with the management  structure of First Banks,  First Bank
and the internal reporting system that monitors performance. First Bank provides
similar products and services in its defined geographic areas through its branch
network.  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 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, small business lending,  asset-based loans, trade financing and insurance
premium  financing.  Other financial  services include mortgage  banking,  debit
cards,  brokerage  services,   employee  benefit  and  commercial  and  personal
insurance services, internet banking, remote deposit, automated teller machines,
telephone  banking,   safe  deposit  boxes,  and  trust,   private  banking  and
institutional  money management  services.  The revenues generated by First Bank
and its subsidiaries  consist  primarily of interest income,  generated from the
loan and investment security portfolios, service charges and fees generated from
deposit  products and  services,  and fees  generated  by First Banks'  mortgage
banking,   insurance,   and  trust,  private  banking  and  institutional  money
management  business  units.  First Banks'  products and services are offered to
customers  primarily  within its  respective  geographic  areas,  which  include
eastern Missouri,  Illinois,  including the Chicago  metropolitan area, southern
and northern California,  and Houston and Dallas,  Texas. Certain loan products,
including  small  business  loans and insurance  premium  financing  loans,  are
available nationwide through our subsidiaries, SBLS LLC and UPAC.



<PAGE>


         The business  segment results are consistent with First Banks' internal
reporting system and, in all material  respects,  with U.S.  generally  accepted
accounting  principles and practices  predominant in the banking  industry.  The
business segment results are summarized as follows:
<TABLE>
<CAPTION>

                                                                            Corporate, Other
                                                                            and Intercompany
                                                  First Bank              Reclassifications (1)        Consolidated Totals
                                          --------------------------    -------------------------   -------------------------
                                            March 31,   December 31,     March 31,   December 31,    March 31,   December 31,
                                              2007          2006           2007          2006          2007          2006
                                              ----          ----           ----          ----          ----          ----
                                                             (dollars expressed in thousands)

Balance sheet information:

<S>                                       <C>            <C>              <C>            <C>         <C>           <C>
Investment securities...................  $ 1,241,023     1,439,118        26,262        25,828      1,267,285     1,464,946
Loans, net of unearned discount.........    7,932,129     7,666,481            --            --      7,932,129     7,666,481
Goodwill and other intangible assets....      319,537       295,382            --            --        319,537       295,382
Total assets............................   10,354,621    10,116,246        30,735        42,468     10,385,356    10,158,714
Deposits................................    8,727,506     8,550,062       (27,036)     (106,976)     8,700,470     8,443,086
Other borrowings........................      374,827       373,899            --            --        374,827       373,899
Notes payable...........................           --            --        40,000        65,000         40,000        65,000
Subordinated debentures.................           --            --       327,921       297,966        327,921       297,966
Stockholders' equity....................    1,136,242     1,086,876      (310,062)     (286,441)       826,180       800,435
                                          ===========    ==========     =========     =========     ==========    ==========

                                                                            Corporate, Other
                                                                            and Intercompany
                                                  First Bank              Reclassifications (1)        Consolidated Totals
                                          --------------------------    -------------------------   -------------------------
                                              Three Months Ended            Three Months Ended          Three Months Ended
                                                   March 31,                     March 31,                   March 31,
                                          --------------------------    -------------------------   -------------------------
                                              2007          2006           2007          2006          2007          2006
                                              ----          ----           ----          ----          ----          ----
                                                             (dollars expressed in thousands)

Income statement information:

Interest income.........................  $   171,569       147,024           258           210        171,827       147,234
Interest expense........................       70,201        49,384         6,765         6,984         76,966        56,368
                                          -----------    ----------     ---------     ---------     ----------    ----------
   Net interest income..................      101,368        97,640        (6,507)       (6,774)        94,861        90,866
Provision for loan losses...............        3,500         1,000            --            --          3,500         1,000
                                          -----------    ----------     ---------     ---------     ----------    ----------
   Net interest income after provision
      for loan losses...................       97,868        96,640        (6,507)       (6,774)        91,361        89,866
                                          -----------    ----------     ---------     ---------     ----------    ----------
Noninterest income......................       24,616        25,741           (33)         (244)        24,583        25,497
Noninterest expense.....................       82,816        73,169         2,885         1,646         85,701        74,815
                                          -----------    ----------     ---------     ---------     ----------    ----------
   Income before provision for income
      taxes and minority interest in
      income (loss) of subsidiary.......       39,668        49,212        (9,425)       (8,664)        30,243        40,548
Provision for income taxes..............       14,626        14,738        (3,676)       (3,035)        10,950        11,703
                                          -----------    ----------     ---------     ---------     ----------    ----------
   Income before minority interest in
      income (loss) of subsidiary.......       25,042        34,474        (5,749)       (5,629)        19,293        28,845
Minority interest in income (loss)
      of subsidiary.....................           70          (158)           --            --             70          (158)
                                          -----------    ----------     ---------     ---------     ----------    ----------
   Net income...........................  $    24,972        34,632        (5,749)       (5,629)        19,223        29,003
                                          ===========    ==========     =========     =========     ==========    ==========
------------------
(1) Corporate and other includes $3.8 million and $3.7 million of interest  expense  on subordinated  debentures, after applicable
    income tax benefit of $2.1 million and $2.0 million, for the three months ended March 31, 2007 and 2006, respectively.

</TABLE>

<PAGE>

(9)      OTHER BORROWINGS

         Other  borrowings were comprised of the following at March 31, 2007 and
December 31, 2006:
<TABLE>
<CAPTION>
                                                                              March 31,    December 31,
                                                                                2007           2006
                                                                                ----           ----
                                                                          (dollars expressed in thousands)

         Securities sold under agreements to repurchase:
<S>                                                                           <C>             <C>
              Daily.........................................................  $ 170,843       169,874
              Term..........................................................    200,000       200,000
         FHLB advances......................................................      3,984         4,025
                                                                              ---------      --------
                  Total.....................................................  $ 374,827       373,899
                                                                              =========      ========
</TABLE>

         The maturity  dates,  par amounts,  interest  rate spreads and interest
rate floor strike prices on First Bank's term repurchase  agreements as of March
31, 2007 and December 31, 2006 were as follows:
<TABLE>
<CAPTION>
                                                                            Interest Rate  Interest Rate Floor
                  Maturity Date                             Par Amount       Spread (1)      Strike Price (1)
                  -------------                             ----------       ----------      ----------------
                                                        (dollars expressed
                                                           in thousands)

<S>                                                         <C>                    <C>             <C>
         July 19, 2010....................................  $ 100,000      LIBOR + 0.5475%         5.00%
         October 12, 2010.................................    100,000      LIBOR - 0.5100%         4.50%
                                                            ---------
                                                            $ 200,000
                                                            =========
         ----------------------
         (1)  The interest rate paid on these term repurchase agreements is based on the three-month LIBOR plus
              the spread amount shown minus  a  floating  rate,  subject  to a 0% floor, equal to two times the
              differential between the three-month LIBOR and the strike price shown,  if  the three-month LIBOR
              falls below the strike price associated with the interest rate floor agreements.
</TABLE>

(10)     NOTES PAYABLE

         First Banks' $96.0 million First  Amendment to its Amended and Restated
Secured Credit  Agreement,  dated August 10, 2006,  with a group of unaffiliated
financial  institutions  (Credit Agreement) is secured by First Banks' ownership
interest in the capital stock of SFC and First Bank. Letters of credit issued to
unaffiliated  third  parties  on behalf of First  Banks  under the $1.0  million
senior secured standby letter of credit facility portion of the Credit Agreement
were $450,000 at March 31, 2007 and December 31, 2006, and had not been drawn on
by the  counterparties.  First  Banks had not drawn  any  advances  on the $10.0
million senior secured revolving credit facility portion of the Credit Agreement
as of March 31, 2007 and December 31, 2006. The outstanding principal balance of
the senior  secured term loan  facility  (Term Loan) of the Credit  Agreement is
payable in  quarterly  installments  of $5.0  million,  at a  minimum,  with the
remainder  of the Term Loan balance to be repaid in full,  including  any unpaid
interest,  upon maturity on August 10, 2008. During the three months ended March
31,  2007,  First  Banks  made  payments  of $25.0  million  on the  outstanding
principal  balance of the Term Loan,  reducing the balance from $65.0 million at
December 31, 2006 to $40.0 million at March 31, 2007.

         The Credit  Agreement  requires  maintenance of certain minimum capital
ratios for First  Banks and First Bank,  certain  maximum  nonperforming  assets
ratios for First Bank and a minimum  return on assets ratio for First Banks.  In
addition, it contains additional covenants, including a limitation on the amount
of  dividends on First  Banks'  common  stock that may be paid to  stockholders.
First  Banks  and  First  Bank  were in  compliance  with all  restrictions  and
requirements of the Credit Agreement at March 31, 2007 and December 31, 2006.

(11)     SUBORDINATED DEBENTURES

         First  Banks has  formed or  assumed  various  affiliated  Delaware  or
Connecticut statutory and business trusts  (collectively,  the Trusts) that were
created for the sole purpose of issuing trust  preferred  securities.  The trust
preferred  securities were issued in private  placements,  with the exception of
First Preferred  Capital Trust III and First  Preferred  Capital Trust IV, which
were issued in underwritten public offerings. First Banks owns all of the common
securities of the Trusts.  The gross  proceeds of the offerings were used by the
Trusts to purchase  fixed rate or variable  rate  subordinated  debentures  from
First Banks. The subordinated debentures are the sole asset of the Trusts.
<PAGE>

         In  connection  with the  issuance of the trust  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 the Trusts under the trust preferred  securities.  First Banks' distributions
accrued on the  subordinated  debentures  were $5.9 million and $4.6 million for
the three months ended March 31, 2007 and 2006, respectively.

         A  summary  of the  subordinated  debentures  issued  to the  Trusts in
conjunction with the trust preferred  securities offerings at March 31, 2007 and
December 31, 2006 were as follows:

<TABLE>
<CAPTION>
                                                                                                                   Subordinated
                                                                                                                    Debentures
                                                                                                     Trust    ----------------------
                                                     Maturity              Call          Interest  Preferred  March 31, December 31,
     Name of Trust               Issuance Date         Date                Date(1)       Rate (2)  Securities    2007      2006
     -------------               -------------         ----                ----          ----      ----------    ----      ----

Variable Rate
-------------
<S>                                      <C>             <C>                <C>           <C>        <C>        <C>       <C>
First Bank Capital Trust (3)       April 2002      April 22, 2032      April 22, 2007   + 387.5 bp   $25,000    25,774    25,774
First Bank Statutory Trust II    September 2004  September 20, 2034  September 20, 2009 + 205.0 bp    20,000    20,619    20,619
Royal Oaks Capital Trust I (4)    October 2004    January 7, 2035     January 7, 2010   + 240.0 bp     4,000     4,124        --
First Bank Statutory Trust III   November 2004   December 15, 2034   December 15, 2009  + 218.0 bp    40,000    41,238    41,238
First Bank Statutory Trust IV      March 2006      March 15, 2036      March 15, 2011   + 142.0 bp    40,000    41,238    41,238
First Bank Statutory Trust V       April 2006      June 15, 2036       June 15, 2011    + 145.0 bp    20,000    20,619    20,619
First Bank Statutory Trust VI      June 2006       July 7, 2036        July 7, 2011     + 165.0 bp    25,000    25,774    25,774
First Bank Statutory Trust VII   December 2006   December 15, 2036   December 15, 2011  + 185.0 bp    50,000    51,547    51,547
First Bank Statutory
   Trust VIII (5)                February 2007     March 30, 2037      March 30, 2012   + 161.0 bp    25,000    25,774        --

Fixed Rate
----------
First Preferred
   Capital Trust III (6)         November 2001   December 31, 2031   December 31, 2006       9.00%    55,200        --        --
First Bank Statutory Trust         March 2003      March 20, 2033      March 20, 2008        8.10%    25,000    25,774    25,774
First Preferred
   Capital Trust IV                April 2003      June 30, 2033       June 30, 2008         8.15%    46,000    47,423    47,423

-----------------------
(1)  The subordinated debentures are callable at the option of First Banks on  the  call date shown at 100% of the principal amount
     plus accrued and unpaid interest.
(2)  The interest rates paid on the trust preferred securities were based on  either a  fixed rate or a variable rate. The variable
     rate was based on the three-month LIBOR plus the basis point  spread shown, with  the  exception of  First Bank Capital Trust,
     which was based on the six-month LIBOR plus the basis point spread shown.
(3)  On  April 22, 2007, First Banks  redeemed  the  cumulative  variable  rate  trust  preferred  securities  and paid in full its
     outstanding $25.8 million of subordinated debentures, as further described in Note 14 to the Consolidated Financial Statements.
(4)  In conjunction with the acquisition of Royal Oaks on February 28, 2007, as  further  described  in Note 2 to  the Consolidated
     Financial Statements, First Banks assumed Royal Oaks Capital Trust I, a Delaware statutory trust.
(5)  On February 23, 2007,  First Bank Statutory Trust VIII (FBST VIII), a newly  formed  Delaware  statutory  trust, issued 25,000
     variable rate  trust  preferred  securities at $1,000 per security in a private placement, and issued 774 common securities to
     First Banks at $1,000 per security.  Interest is payable quarterly in arrears, beginning on March 30, 2007.
(6)  On December 31, 2006,  First Banks  redeemed  the cumulative fixed rate trust preferred securities at the liquidation value of
     $25 per preferred security, together with distributions accumulated  and  unpaid  to  the redemption date. In conjunction with
     this transaction, First Banks paid in full its outstanding $56.9 million of subordinated debentures that were issued  by First
     Banks to First Preferred Capital Trust III. The net proceeds  associated with these transactions were paid on January 2, 2007.
     The funds necessary for the redemption of the subordinated debentures were  provided by internally generated funds and the net
     proceeds from the issuance of additional subordinated debentures to First Bank Statutory VII on December 14, 2006.
</TABLE>

(12)     INCOME TAXES

         On January 1, 2007, First Banks implemented FIN 48. The  implementation
of FIN 48  resulted  in the  recognition  of a  cumulative  effect  of change in
accounting  principle  of $2.5  million,  which was  recorded  as an increase to
beginning retained earnings.

         The Company's  liability for unrecognized tax benefits was $2.5 million
at January 1, 2007, after consideration of the $2.5 million cumulative effect of
change in accounting  principle  adjustment to the beginning balance of retained
earnings.  The total  amount of federal and state  unrecognized  tax benefits at
January 1, 2007 that, if  recognized,  would affect the effective tax rate,  was
$1.4  million,  net of the federal tax benefit.  There have been no  significant
changes to the unrecognized tax benefits during the three months ended March 31,
2007.  First Banks expects a reduction of $730,000 in unrecognized  tax benefits
during the remaining  nine-month  period ending December 31, 2007 as a result of
the  statute  of  limitations  closing  for the 2002 and  2003  tax  years.  The
unrecognized tax benefits are related to California tax benefits associated with
enterprise  zone  interest  deductions,  Missouri tax benefits  associated  with
dividends received from a former Regulated  Investment Company and other certain
apportionment assumptions.
<PAGE>

         In  accordance  with FIN 48, it is  management's  policy to  separately
disclose any interest or penalties  arising from the  application  of federal or
state income taxes. Interest related to unrecognized tax benefits is included in
interest expense and penalties related to unrecognized tax benefits are included
in noninterest  expense.  At January 1, 2007, the balance of interest accrued on
unrecognized tax benefits was $944,000. The amount of interest recognized during
the three  months  ended March 31, 2007 was  $189,000.  There were no  penalties
related to tax matters accrued at January 1, 2007, nor did the Company recognize
any penalties during the three months ended March 31, 2007.

         First  Banks and its  subsidiaries  file income tax returns in the U.S.
federal jurisdiction and various states.  Management of First Banks believes the
accrual for tax  liabilities  is adequate  for all open audit years based on its
assessment of many factors, including past experience and interpretations of tax
law applied to the facts of each matter. This assessment relies on estimates and
assumptions.  First  Banks is no longer open for U.S.  federal,  state and local
income tax  examination by tax authorities for the years prior to 2002, with the
exception of certain states where the statute of  limitations is four years.  In
those  circumstances,  First Banks is no longer subject to  examination  for the
years before 2001. At March 31, 2007,  there were no federal or state income tax
examinations in process.

(13)     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 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 $5.0  million  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  coexistent  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 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 March 31, 2007 and December
31,  2006,  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.


(14)     SUBSEQUENT EVENTS

         On April 22, 2007,  First Banks  redeemed the First Bank Capital  Trust
(FBCT)  cumulative  variable rate trust preferred  securities at the liquidation
value of $1,000 per preferred security,  together with distributions accumulated
and unpaid to the redemption date. In conjunction with this  transaction,  First
Banks paid in full its outstanding  $25.8 million of variable rate  subordinated
debentures  that were issued by First Banks to FBCT. The funds necessary for the
redemption of the subordinated  debentures were provided by internally generated
funds and net  proceeds  from the  issuance  of $25.8  million  of  subordinated
debentures to FBST VIII on February,  23, 2007, as further  described in Note 11
to the Consolidated Financial Statements.

         On April 27, 2007, First Bank completed the sale of approximately $13.4
million of certain repurchased  residential  mortgage loans that were classified
as loans  held for  sale at March  31,  2007,  resulting  in a  pre-tax  gain of
approximately $851,000. In addition, First Bank received payoffs of a portion of
the loans held for sale at March 31, 2007 of approximately  $1.1 million.  These
transactions  resulted in a decrease  in  nonperforming  loans of  approximately
$11.5 million,  in aggregate.  First Bank also  transferred  approximately  $2.6
million of loans  that were not  ultimately  included  in the sale back into its
residential mortgage loan portfolio.


<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.
Generally, forward-looking statements may be identified through the use of words
such as: "believe,"  "expect,"  "anticipate,"  "intend," "plan,"  "estimate," or
words of  similar  meaning  or  future or  conditional  terms  such as:  "will,"
"would," "should," "could," "may," "likely," "probably," or "possibly." Examples
of  forward-looking  statements  include,  but are not limited to,  estimates or
projections  with  respect to our future  financial  condition,  and expected or
anticipated revenues with respect to our results of operations and our 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 our
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 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:  our ability to consummate  pending  acquisitions;  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. For
discussion of these and other risk  factors,  refer to our 2006 Annual Report on
Form 10-K, as filed with the Securities and Exchange Commission.  We do not have
a duty to and will not update these forward-looking statements.  Readers of this
Quarterly  Report  on Form  10-Q  should  therefore  consider  these  risks  and
uncertainties in evaluating forward-looking statements and should not place undo
reliance on these statements.


                                     General

We are a registered  bank holding  company  incorporated in Missouri in 1978 and
headquartered  in St.  Louis,  Missouri.  We operate  through  our wholly  owned
subsidiary bank holding company,  The San Francisco  Company,  or SFC, and SFC's
wholly owned  subsidiary  bank,  First Bank,  both  headquartered  in St. Louis,
Missouri. First Bank operates through its subsidiaries, as listed below, and its
branch banking  offices.  First Bank's  subsidiaries are wholly owned except for
Small  Business Loan Source LLC, or SBLS LLC, which is 63.9% owned by First Bank
and 36.1% owned by First Capital America, Inc. as of March 31, 2007.

     >>   First Bank Business Capital, Inc.;
     >>   Missouri Valley Partners, Inc., or MVP;
     >>   Adrian N. Baker & Company, or Adrian Baker;
     >>   Universal  Premium   Acceptance   Corporation  and  its  wholly  owned
          subsidiary, UPAC of California, Inc., collectively UPAC; and
     >>   Small Business Loan Source LLC.

At March 31,  2007,  we had assets of $10.39  billion,  loans,  net of  unearned
discount,  of $7.93 billion,  deposits of $8.70 billion and stockholders' equity
of  $826.2  million,  and  currently  operate  197  branch  banking  offices  in
California, Illinois, Missouri and Texas.

Through  First Bank,  we offer a broad range of  financial  services,  including
commercial and personal deposit products,  commercial and consumer lending,  and
many other  financial  products and services.  Commercial  and personal  deposit
products include 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.
Commercial lending includes  commercial,  financial and agricultural loans, real
estate  construction and development loans,  commercial real estate loans, small
business  lending,  asset-based  loans,  trade  financing and insurance  premium
financing.  Consumer lending includes  residential real estate,  home equity and
installment  lending.  Other financial services include mortgage banking,  debit

<PAGE>

cards,  brokerage  services,   employee  benefit  and  commercial  and  personal
insurance services, internet banking, remote deposit, automated teller machines,
telephone  banking,   safe  deposit  boxes,  and  trust,   private  banking  and
institutional  money management  services.  The revenues generated by First Bank
and its subsidiaries  consist  primarily of interest income,  generated from the
loan and investment security portfolios, service charges and fees generated from
deposit  products and  services,  and fees  generated  by our mortgage  banking,
insurance,  and  trust,  private  banking  and  institutional  money  management
business  units.  Our  extensive  line of products  and  services are offered to
customers primarily within our geographic areas, which include eastern Missouri,
Illinois,  including  the  Chicago  metropolitan  area,  southern  and  northern
California,  and Houston and Dallas,  Texas.  Certain loan  products,  including
small  business  loans and  insurance  premium  financing  loans,  are available
nationwide through our subsidiaries, SBLS LLC and UPAC.

Primary responsibility for managing our banking unit rests with the officers and
directors  of  each  unit,  but we  centralize  many  of our  overall  corporate
policies,  procedures  and  administrative  functions  and  provide  centralized
operational  support functions for our subsidiaries.  This practice allows us to
achieve various operating efficiencies while allowing our banking units to focus
on customer service.

                               Financial Condition

Total assets were $10.39  billion at March 31, 2007  reflecting a $226.6 million
increase  from $10.16  billion at December 31,  2006.  The increase in our total
assets was  attributable to our acquisition of Royal Oaks  Bancshares,  Inc., or
Royal Oaks,  on February 28, 2007,  the opening of three de novo branch  offices
during the first quarter of 2007, and internal growth.  Our acquisition of Royal
Oaks  provided  assets of $206.9  million,  as summarized in the table below and
further described in Note 2 to our Consolidated Financial Statements.

Loans,  net of unearned  discount,  increased $265.6 million to $7.93 billion at
March 31, 2007,  from $7.67  billion at December 31, 2006,  reflecting  internal
growth  and the  addition  of  $175.5  million  of  loans  associated  with  our
acquisition of Royal Oaks.  Funds available from deposit growth were utilized to
fund  internal  loan  growth.   Maturities  of  investment  securities  and  the
reinvestment  of the majority of these funds in  short-term  investments,  which
include federal funds sold and interest-bearing  deposits,  resulted in a $197.7
million  decrease in our  investment  securities  portfolio to $1.27  billion at
March 31, 2007, and a $142.0 million  increase in our short-term  investments to
$295.6  million at March 31, 2007.  On January 2, 2007,  we repaid in full $56.9
million of  subordinated  debentures in  conjunction  with the December 31, 2006
redemption of the trust preferred securities of our former business trust, First
Preferred Capital Trust III. This payment  contributed to a partial reduction in
short-term  investments  and a  decrease  in  our  accrued  expenses  and  other
liabilities,  which  declined  to $67.4  million at March 31,  2007 from  $130.0
million at December 31, 2006.  Goodwill and other  intangible  assets  increased
$24.2  million to $319.5  million at March 31, 2007,  primarily  resulting  from
goodwill  and  core  deposit  intangibles   recorded  in  conjunction  with  our
acquisition  of Royal Oaks, as more fully  described in Note 2 and Note 3 to our
Consolidated Financial Statements. The overall increase in our total assets also
reflects  an  increase  in net bank  premises  and  equipment  of $9.5  million,
partially  offset by  reductions  of $5.2  million in deferred  income taxes and
$15.7 million in other assets.

As shown in the following  table,  we completed our  acquisition  of Royal Oaks,
located in Houston,  Texas,  on February 28, 2007,  adding a total of six branch
offices.  In addition,  we further  expanded our branch office  network with the
opening  of three de novo  branch  offices  during  the first  quarter  of 2007,
located in downtown St. Louis, Missouri,  Sacramento,  California,  and Houston,
Texas.
<TABLE>
<CAPTION>

                                                Loans,                                                     Number
                                                Net of                                       Goodwill        of
           Entity /                  Total     Unearned   Investment              Purchase   and Other     Banking
         Closing Date               Assets     Discount   Securities  Deposits     Price    Intangibles   Locations
         ------------               ------     --------   ----------  --------     -----    -----------   ---------
                                                         (dollars expressed in thousands)
Royal Oaks Bancshares, Inc.
Houston, Texas
<S>                                <C>          <C>          <C>       <C>         <C>        <C>             <C>
February 28, 2007                  $206,900     175,500      4,100     159,100     38,600     27,700          6
                                   ========     =======      =====     =======     ======     ======         ==
</TABLE>

Deposits increased $257.4 million to $8.70 billion at March 31, 2007, from $8.44
billion at December  31,  2006,  reflecting  growth in savings and money  market
deposits  through  enhanced  product  campaigns,  in  addition to growth in time
deposits  greater than $100,000.  The increase in deposits also reflects  $159.1
million of deposits  provided by our  acquisition  of Royal Oaks.  The impact of
continued  aggressive  competition  within our  market  areas,  coupled  with an
anticipated amount of attrition  associated with our 2006 and 2007 acquisitions,
continues to have a  significant  influence on the level of our deposits and the
interest rates paid on those deposits.  Growth in our savings,  money market and

<PAGE>

time  deposits is primarily  attributable  to our  continued  focus on marketing
these deposit products,  our deposit pricing strategy and our ongoing efforts to
further develop multiple account  relationships with our customers.  Our deposit
growth  during the three months ended March 31, 2007  reflects a $239.0  million
increase in our savings and money market accounts,  and a $38.8 million increase
in our  time  deposits;  partially  offset  by a $22.4  million  decline  in our
noninterest-bearing demand accounts.

Other  borrowings,  which are comprised of securities  sold under  agreements to
repurchase and Federal Home Loan Bank, or FHLB,  advances,  remained  relatively
flat during the period,  totaling  $374.8  million at March 31, 2007 compared to
$373.9 million at December 31, 2006.

Notes  payable  decreased  $25.0 million to $40.0 million at March 31, 2007 as a
result of scheduled quarterly principal installment payments of $5.0 million and
additional  prepayments  of  $20.0  million  on our  $100.0  million  term  loan
facility,  as  further  described  in  Note  10 to  our  Consolidated  Financial
Statements.

Our subordinated  debentures  increased $30.0 million to $327.9 million at March
31, 2007, from $298.0 million at December 31, 2006, due to the issuance of $25.8
million of variable rate subordinated debentures in a private placement to First
Bank Statutory Trust VIII, a newly formed statutory trust, on February 23, 2007.
A portion of the  proceeds  from the issuance of these  subordinated  debentures
were  utilized  to fund our  acquisition  of Royal  Oaks.  The  increase is also
attributable to our Royal Oaks acquisition,  in which we assumed $4.1 million of
subordinated  debentures that Royal Oaks Bancshares,  Inc.  previously issued to
Royal Oaks Capital Trust I, as further  described in Note 11 to our Consolidated
Financial Statements.

Stockholders' equity was $826.2 million and $800.4 million at March 31, 2007 and
December 31, 2006, respectively,  reflecting an increase of $25.7 million during
the first quarter of 2007.  The increase is  attributable  to: (a) net income of
$19.2 million;  (b) a $4.2 million increase in accumulated  other  comprehensive
income,  comprised of $2.5 million  associated with changes in unrealized  gains
and losses on our  available-for-sale  investment  securities portfolio and $1.7
million  associated  with changes in the fair value of our derivative  financial
instruments;  and (c) a $2.5 million increase representing the cumulative effect
adjustment of a change in accounting  principle recorded in conjunction with our
adoption of Financial Accounting Standards Board, or FASB, Interpretation No. 48
-- Accounting for Uncertainty in Income Taxes, an Interpretation of SFAS No. 109
-- Accounting  for Income Taxes,  or FIN 48, as further  discussed in Note 1 and
Note 12 to our  Consolidated  Financial  Statements.  The  overall  increase  in
stockholders'  equity was  partially  offset by dividends we paid on our Class A
and Class B preferred stock.


                              Results of Operations


Net Income

Net income was $19.2 million for the three months ended March 31, 2007, compared
to $29.0 million for the comparable period in 2006. Our return on average assets
and return on average  stockholders'  equity  were 0.77% and 9.62% for the three
months  ended March 31,  2007,  compared to 1.26% and 16.91% for the  comparable
period in 2006.  Net income for the three months  ended March 31, 2007  reflects
increased net interest  income,  offset by a slight  decline in our  noninterest
income,  an increase in our  provision  for loan  losses,  and higher  levels of
noninterest expense.

The decrease in earnings for 2007 primarily reflects the impact of significantly
higher noninterest  expense levels,  compression of our net interest margin, and
an increase in our provision for loan losses.  The net interest  margin declined
15 basis  points to 4.15% for the first  quarter of 2007,  compared to 4.30% for
the same period in 2006. The decline primarily  resulted from increased interest
expense on our deposit portfolio driven by highly competitive pricing within our
markets. Our net interest income increased to $94.9 million for the three months
ended March 31, 2007, from $90.9 million for the comparable  period in 2006. The
increase  in net  interest  income for the three  months  ended  March 31,  2007
compared to the same period in 2006 reflects: (a) an overall increase in average
interest-earning  assets of 8.1% to $9.30  billion  for the three  months  ended
March 31,  2007,  from $8.61  billion  for the  comparable  period in 2006;  (b)
internal loan growth  coupled with higher  prevailing  interest  rates on loans,
which contributed to an increase of $22.4 million, or 17.1%, in interest income;
(c) the  transfer  of  funding  from  lower-yielding  investment  securities  to
higher-yielding  loans;  (d) the  reduction  of the use of higher  cost  funding
sources,  such as term  repurchase  agreements  and FHLB  advances;  and (e) the
acquisition of banks and other financial service companies completed in 2006 and
2007.  The increase  was  partially  offset by (a)  increased  interest  expense
stemming from higher interest rates paid on an increasing deposit base driven by
highly competitive pricing within our markets,  organic growth, and our 2006 and
2007  acquisitions,  as well as a shift in our deposit mix to higher  volumes of
time  deposit  accounts and savings and money  market  accounts;  and (b) higher
interest  rates  paid on other  borrowings  and our  notes  payable.  While  our
earnings have benefited from the increasing  interest rate environment,  overall
competitive  conditions within our markets continue to exert pressure on our net
interest income and net interest margin.
<PAGE>

We successfully  improved our overall asset quality levels during 2006, reducing
nonperforming  assets by 44.4%;  however,  we  experienced  an  increase  in our
nonperforming  assets of nearly 28.8% during the first three months of 2007. Our
nonperforming  assets  for the first  three  months of 2007  increased  to $71.0
million  at  March  31,  2007,   from  $55.2   million  at  December  31,  2006.
Nonperforming  loans  were $62.5  million,  or 0.79% of loans,  net of  unearned
discount,  at March 31, 2007,  compared to $48.7 million, or 0.64% of loans, net
of unearned  discount,  at December 31, 2006. The $13.8 million  increase in the
level of  nonperforming  loans  during the three  months  ended  March 31,  2007
primarily  resulted  from  the  deterioration  of two  residential  construction
projects and the placement of these credits on nonaccrual  status.  The increase
also resulted from  increased  levels of  delinquencies  within our  one-to-four
family  residential  loan  portfolio  driven by current  market  conditions  and
repurchases of certain  residential  mortgage loans sold with recourse that were
placed back into our one-to-four family  residential loan portfolio,  as well as
the global  impact of sub-prime  products  experienced  throughout  the mortgage
banking  industry.  Our involvement in the sub-prime  market has been limited to
the  origination  and  subsequent  sale of these loans in the secondary  market.
During the latter part of the first  quarter of 2007, we  substantially  reduced
our activities in the sub-prime  market in an effort to reduce our risk exposure
in this lending area. However, we expect future noninterest income to decline as
a result of decreased gains on sales of such loans related to this product line.
We recorded  net loan  charge-offs  of $10.0  million for the three months ended
March 31, 2007 and net loan  recoveries  of $3.3  million  for the three  months
ended  March 31,  2006,  and we  recorded a  provision  for loan  losses of $3.5
million  and $1.0  million for the three  months  ended March 31, 2007 and 2006,
respectively,  as further  discussed  under  "--Provision  for Loan  Losses" and
"--Loans and Allowance for Loan Losses."

Noninterest  income was $24.6  million and $25.5  million  for the three  months
ended March 31,  2007 and 2006  respectively.  Noninterest  income for the three
months ended March 31, 2007 reflects fee and  commission  income of $1.7 million
associated with our insurance  brokerage  agency acquired on March 31, 2006. The
decline in noninterest income reflects significantly reduced gains on loans sold
and held for sale and reduced fee income from our institutional money management
subsidiary.  A gain on the sale of certain  nonperforming  loans of $1.7 million
and  increased  loan  servicing  income  of  $1.2  million  generated  from  the
capitalization  of mortgage  servicing rights related to the  securitization  of
$77.1  million of  certain  residential  mortgage  loans  recorded  in the first
quarter of 2006  contributed  to a decrease  in gains on loans sold and held for
sale  period to period.  Noninterest  income for the first  quarter of 2006 also
includes  a $1.5  million  gain on the sale of a parcel  of other  real  estate,
partially   offset   by  a  $2.4   million   pre-tax   loss   on  the   sale  of
available-for-sale  investment  securities  associated  with the  termination of
$150.0 million of term repurchase agreements.

Noninterest  expense was $85.7  million and $74.8  million for the three  months
ended March 31, 2007 and 2006,  respectively.  The significant  expansion of our
branch  office  network and employee base  following the  completion of numerous
acquisitions  of banks and branch offices in 2006 and 2007;  the  acquisition of
UPAC, our insurance premium financing  company,  and Adrian Baker, our insurance
brokerage  agency,  in 2006;  and the  opening of three de novo  branch  offices
during the first quarter of 2007  contributed to the increase in overall expense
levels,  specifically  salaries and employee  benefits  expense,  occupancy  and
furniture  and  equipment   expense,   and  amortization  of  intangible  assets
associated  with  these   transactions.   The  increased   expense  levels  were
anticipated and are commensurate with the expansion of our banking franchise. We
continue to closely monitor our noninterest expense levels, and have implemented
certain expense reduction measures and are further evaluating additional expense
reduction  measures  in an effort  to  improve  our  expense  control  in future
periods.


Net Interest Income

Net interest  income,  expressed on a tax-equivalent  basis,  increased to $95.3
million for the three months ended March 31, 2007, compared to $91.2 million for
the  comparable  period in 2006.  Our net interest  margin  declined by 15 basis
points to 4.15% for the three months  ended March 31,  2007,  from 4.30% for the
three months ended March 31, 2006. Net interest income is the difference between
interest  earned on our  interest-earning  assets,  such as loans and investment
securities,  and  interest  paid on our  interest-bearing  liabilities,  such as
deposits  and  borrowings.  Net  interest  income is  affected  by the level and
composition of assets,  liabilities  and  stockholders'  equity,  as well as the
general level of interest rates and changes in interest  rates.  Interest income
on a tax-equivalent basis includes the additional amount of interest income that
would have been earned if our investment in certain tax-exempt  interest-earning
assets had been made in assets subject to federal,  state and local income taxes
yielding  the same  after-tax  income.  Net  interest  margin is  determined  by
dividing  net  interest  income  computed on a  tax-equivalent  basis by average
interest-earning  assets. The interest rate spread is the difference between the
average equivalent yield earned on interest-earning  assets and the average rate
paid on interest-bearing liabilities.

The  decrease  in our net  interest  margin  during  the first  quarter  of 2007
primarily  resulted  from an  increase  in  higher  priced  deposits  driven  by
competitive  conditions  within  our  markets.  The  average  rates  paid on our
interest-bearing deposits increased 88 basis points to 3.68% for the first three
months of 2007, from 2.80% for the same period in 2006,  while the average yield

<PAGE>

earned on our  interest-earning  assets  increased only 55 basis points to 7.51%
for the first three months of 2007, from 6.96% for the same period in 2006, thus
contributing to compression of our net interest margin.  The increase in our net
interest income reflects: (a) an increase in interest-earning assets provided by
internal  growth and our 2006 and 2007  acquisitions;  (b) higher interest rates
earned on increased loan volumes and short-term investments, and higher interest
rates  earned on reduced  investment  securities;  in addition to (c)  decreased
interest expense on reduced volumes of other  borrowings and notes payable.  The
increase was partially  offset by increased  interest  expense  associated  with
higher  interest rates paid on a changing and  increasing  deposit base mix that
reflects  increased average time deposits and savings  accounts,  in contrast to
demand accounts; and increased interest expense on higher levels of subordinated
debentures.  Average  interest-earning assets increased $695.5 million, or 8.1%,
to $9.30  billion for the three months ended March 31, 2007,  from $8.61 billion
for the  comparable  period in 2006. The increase is primarily  attributable  to
continued  internal loan growth,  and  interest-earning  assets  provided by our
acquisitions completed in 2006 and 2007, which provided assets, in aggregate, of
$794.3 million and $206.9 million, respectively.  Despite the increased interest
rate  environment,  overall  competitive  conditions  within  our  market  areas
continue to exert pressure on our net interest  income and net interest  margin.
In addition,  during the third quarter of 2006, we expanded our  utilization  of
derivative  financial  instruments,  as further discussed under "--Interest Rate
Risk Management," in accordance with our interest rate risk management program.

Average  loans,  net of unearned  discount,  increased  $665.8  million to $7.82
billion for the three months ended March 31,  2007,  from $7.16  billion for the
comparable  period in 2006. The yield on our loan  portfolio  increased 53 basis
points to 7.98% for the three  months  ended March 31, 2007,  in  comparison  to
7.45% for the same  period in 2006.  The  increase  in  average  loans  reflects
internal  growth  and our  acquisitions  completed  in 2006 and 2007,  partially
offset by a reduction in loans throughout 2006 related to the  securitization of
certain of our residential  mortgage loans held in our loan portfolio,  the sale
of  certain  residential  mortgage  loans,  the sale of certain  performing  and
nonperforming  loans,  loan  payoffs  and/or  external  refinancing  of  various
credits, as further described under "--Loans and Allowance for Loan Losses." Our
acquisitions  completed  in  2006  and  2007  provided  loans,  net of  unearned
discount, of $545.1 million and $175.5 million, in aggregate,  respectively,  as
of the dates of  acquisition.  The increase in average loans for the first three
months of 2007 compared to the same period in 2006  primarily  resulted from: an
increase  in average  commercial,  financial  and  agricultural  loans of $367.3
million;  an increase in average real estate  construction and development loans
of $277.0  million;  an increase in average  consumer and  installment  loans of
$21.0  million;  and an increase in average real estate  mortgage loans of $13.9
million.

Average investment securities were $1.33 billion and $1.35 billion for the three
months ended March 31, 2007 and 2006, respectively.  The yield on our investment
portfolio was 5.01% for the three months ended March 31, 2007, compared to 4.51%
for the  comparable  period  in  2006.  Investment  securities  provided  by our
acquisitions  completed in 2006 and 2007 were $37.3 million and $4.1 million, in
aggregate,  respectively,  as of the dates of acquisition.  Funds available from
deposit growth, as well as maturities of investment securities, were utilized to
fund  internal  loan growth.  Additional  funds  available  from  maturities  of
investment  securities  were utilized to partially  reinvest in  higher-yielding
available-for-sale  investment  securities.  In March 2006 and April  2006,  our
investment  securities increased $77.1 million and $61.8 million,  respectively,
due to the  securitization  of $138.9  million  of  certain  of our  residential
mortgage loans held in our loan portfolio.  Additionally,  as further  discussed
under  "--Interest  Rate Risk  Management," we terminated  $200.0 million of our
term   repurchase   agreements   during   2006  and  sold   $200.0   million  of
available-for-sale  investment securities associated with the termination of the
term repurchase agreements.  Furthermore, in July 2006, we entered into a $100.0
million   term   repurchase   agreement   and   purchased   $100.0   million  of
available-for-sale investment securities associated with the new term repurchase
agreement.

Average deposits increased to $8.47 billion for the three months ended March 31,
2007, from $7.73 billion for the comparable period in 2006. For the three months
ended March 31, 2007,  the aggregate  weighted  average rate paid on our deposit
portfolio  increased  88 basis  points to 3.68%,  from 2.80% for the  comparable
period in 2006,  reflective of competitive  conditions  within our markets,  the
rising interest rate environment and a change in the mix of our average deposits
to increased time deposits and savings and money market  accounts.  Average time
deposits were $3.82 billion for the three months ended March 31, 2007,  compared
to $3.35 billion for the comparable  period in 2006.  Average  savings and money
market  deposits  were $2.44  billion for the three months ended March 31, 2007,
compared  to  $2.13  billion  for  the  comparable   period  in  2006.   Average
noninterest-bearing  demand  deposits  were $1.22  billion for the three  months
ended March 31, 2007,  compared to $1.27  billion for the  comparable  period in
2006, and average  interest-bearing  demand deposits were $983.8 million for the
three months ended March 31, 2007, compared to $970.0 million for the comparable
period in 2006.  The  increase  in average  deposits  reflects  internal  growth
through  enhanced  product  campaigns,  and growth provided by our  acquisitions
completed  during 2006 and 2007,  which provided  deposits of $475.6 million and
$159.1 million, in aggregate, respectively, as of the dates of acquisition.
<PAGE>

Average other borrowings  decreased to $367.7 million for the three months ended
March 31,  2007,  from $460.7  million for the  comparable  period in 2006.  The
aggregate weighted average rate paid on our other borrowings was 4.80% and 4.13%
for the three months ended March 31, 2007 and 2006, respectively.  The increased
rate paid on our other borrowings  reflects the rising short-term  interest rate
environment.  The  decrease  in average  other  borrowings  of $93.0  million is
primarily  attributable  to the termination of $200.0 million of term repurchase
agreements  during  2006  partially  offset by an  increase  of  $100.0  million
associated  with a term  repurchase  agreement that we entered into in the third
quarter of 2006.  In addition,  during 2006,  we prepaid  $35.3  million of FHLB
advances that were assumed with certain bank acquisitions.

Notes payable  averaged $56.6 million for the three months ended March 31, 2007,
compared  to $99.9  million for the  comparable  period in 2006.  The  aggregate
weighted  average rate paid on our notes  payable was 6.51% for the three months
ended March 31, 2007,  compared to 5.76% for the comparable  period in 2006. The
weighted  average rate paid on our notes  payable  includes  unused  commitment,
arrangement and renewal fees. Exclusive of these fees, the weighted average rate
paid on our notes  payable was 6.46% and 5.69% for the three  months ended March
31, 2007 and 2006,  respectively.  The decrease in our average  notes payable is
attributable to contractual payments and additional prepayments made on our term
loan  beginning  on March  31,  2006,  as  further  described  in Note 10 to our
Consolidated Financial Statements.

Average  subordinated  debentures were $310.1 million and $230.0 million for the
three months ended March 31, 2007 and 2006, respectively. The aggregate weighted
average rate paid on our subordinated  debentures was 7.76% for the three months
ended  March 31,  2007,  compared  to 9.97% for the  comparable  period in 2006.
Interest  expense  on our  subordinated  debentures  was $5.9  million  and $5.7
million for the three  months ended March 31, 2007 and 2006,  respectively.  The
change in volumes and average  rates paid  reflects:  (a) the issuance of $139.2
million of variable rate  subordinated  debentures in private  placements during
2006  through  four  newly  formed  statutory  trusts,  partially  offset by the
repayment  of $56.9  million  of 9.0%  fixed  rate  subordinated  debentures  on
December  31,  2006;  and (b) the  issuance of $25.8  million of  variable  rate
subordinated  debentures in a private placement through a newly formed statutory
trust that we completed on February 23, 2007. The refinancing of the outstanding
subordinated  debentures  that carried a higher fixed interest rate improved our
net interest income and net interest margin.



<PAGE>


The following table sets forth, on a tax-equivalent  basis,  certain information
relating to our average balance sheets, and reflects the average yield earned on
interest-earning  assets, the average cost of our  interest-bearing  liabilities
and the resulting net interest income for the periods presented.
<TABLE>
<CAPTION>



                                                                        Three Months Ended March 31,
                                                        -----------------------------------------------------------
                                                                     2007                         2006
                                                        -----------------------------  ----------------------------
                                                                      Interest                      Interest
                                                          Average     Income/  Yield/    Average    Income/  Yield/
                                                          Balance     Expense   Rate     Balance    Expense   Rate
                                                          -------     -------   ----     -------    -------   ----
                                                                      (dollars expressed in thousands)
                        ASSETS
                        ------

Interest-earning assets:
<S>                                                     <C>           <C>       <C>    <C>          <C>       <C>
    Loans (1) (2) (3) (4)............................   $ 7,822,656   153,926   7.98%  $7,156,860   131,461   7.45%
    Investment securities (4)........................     1,329,215    16,424   5.01    1,351,287    15,033   4.51
    Short-term investments...........................       149,604     1,878   5.09       97,784     1,123   4.66
                                                        -----------   -------          ----------   -------
          Total interest-earning assets..............     9,301,475   172,228   7.51    8,605,931   147,617   6.96
                                                                      -------                       -------
Nonearning assets....................................       835,818                       705,925
                                                        -----------                    ----------
          Total assets...............................   $10,137,293                    $9,311,856
                                                        ===========                    ==========


                   LIABILITIES AND
                 STOCKHOLDERS' EQUITY
                 --------------------

Interest-bearing liabilities:
    Interest-bearing deposits:
       Interest-bearing demand deposits..............   $   983,776     2,616   1.08%  $  970,032     1,828   0.76%
       Savings deposits..............................     2,437,295    18,337   3.05    2,129,488    11,183   2.13
       Time deposits of $100 or more.................     1,425,704    17,030   4.84    1,179,410    11,556   3.97
       Other time deposits (3).......................     2,397,926    27,790   4.70    2,175,064    20,034   3.74
                                                        -----------   -------          ----------   -------
          Total interest-bearing deposits............     7,244,701    65,773   3.68    6,453,994    44,601   2.80
    Other borrowings.................................       367,704     4,351   4.80      460,748     4,695   4.13
    Notes payable (5)................................        56,594       908   6.51       99,944     1,420   5.76
    Subordinated debentures (3)......................       310,056     5,934   7.76      229,981     5,652   9.97
                                                        -----------   -------          ----------   -------
          Total interest-bearing liabilities.........     7,979,055    76,966   3.91    7,244,667    56,368   3.16
                                                                      -------                       -------
Noninterest-bearing liabilities:
    Demand deposits..................................     1,224,318                     1,271,153
    Other liabilities................................       123,129                       100,517
                                                        -----------                    ----------
          Total liabilities..........................     9,326,502                     8,616,337
Stockholders' equity.................................       810,791                       695,519
                                                        -----------                    ----------
          Total liabilities and stockholders' equity.   $10,137,293                    $9,311,856
                                                        ===========                    ==========
Net interest income..................................                  95,262                        91,249
                                                                      =======                       =======
Interest rate spread.................................                           3.60                          3.80
Net interest margin (6)..............................                           4.15%                         4.30%
                                                                                ====                          ====
--------------------
(1)  For purposes of these calculations, nonaccrual loans are included in 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 $401,000 and $383,000 for the three months ended March 31, 2007 and 2006, respectively.
(5)  Interest expense on our notes payable includes  commitment, arrangement and  renewal fees. Exclusive of these
     fees, the interest rates paid were 6.46%  and  5.69%  for  the  three months  ended  March 31, 2007 and 2006,
     respectively.
(6)  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

We recorded  provisions for loan losses of $3.5 million and $1.0 million for the
three  months ended March 31, 2007 and 2006,  respectively.  The increase in our
provision for loan losses for the first quarter of 2007 was primarily  driven by
increased loan charge-offs, an increase in nonperforming loans and growth within
our loan portfolio,  as further discussed below and under "--Loans and Allowance
for Loan Losses."

We recorded  net loan  charge-offs  of $10.0  million for the three months ended
March 31, 2007,  compared to net loan  recoveries  of $3.3 million for the three
months ended March 31, 2006. Our net loan  charge-offs  for the first quarter of
2007 were 0.13% of average  loans,  representing  an increase  over our net loan
charge-offs for the year 2006,  which were 0.09% of average loans.  Our net loan
recoveries for the first quarter of 2006 were 0.05% of average  loans.  Net loan
charge-offs  for the first quarter of 2007 included $5.5 million of  charge-offs
associated with our one-to-four family residential mortgage portfolio,  of which
$3.5  million  was  recorded  in  conjunction   with  the  transfer  of  certain
repurchased  residential mortgage loans to our loans held for sale portfolio, as
further  discussed  below and under "--Loans and Allowance for Loan Losses." Net
loan charge-offs for the first quarter of 2007 also include a charge-off of $2.5
million on a residential  development and construction credit relationship.  Net
loan  recoveries  for the first  quarter of 2006 include a loan recovery of $5.0
million on the payoff of a single nonperforming loan.

Our  nonperforming  loans increased to $62.5 million,  or 0.79% of loans, net of
unearned discount, at March 31, 2007, from $48.7 million, or 0.64% of loans, net
of unearned  discount,  at December 31,  2006,  and $67.1  million,  or 0.94% of
loans, net of unearned discount,  at March 31, 2006. The increase in the overall
level of  nonperforming  loans  during the first  quarter of 2007 was  primarily
attributable  to the  deterioration  of two  residential  construction  projects
totaling $10.2 million and the placement of these credits on nonaccrual  status.
The increase is also  attributable to increased levels of  delinquencies  within
our one-to-four family residential portfolio driven by current market conditions
and  repurchases of certain  residential  mortgage loans sold with recourse that
were placed back into our one-to-four  family  residential  loan  portfolio,  in
addition to the global impact of sub-prime products  experienced  throughout the
mortgage banking industry, as further discussed under "--Loans and Allowance for
Loan  Losses." The decrease in the overall level of  nonperforming  loans during
2006  reflects  our  efforts  to  improve  asset  quality  through  the  sale of
nonperforming  loans and loan payoffs,  as well as the  strengthening of certain
credit relationships.

Our allowance for loan losses was $142.1 million at March 31, 2007,  compared to
$145.7  million  at  December  31,  2006 and $140.2  million at March 31,  2006,
representing  1.79%,  1.90%  and  1.96%  of  loans,  net of  unearned  discount,
respectively.  Our allowance  for loan losses as a percentage  of  nonperforming
loans was 227.37% at March 31,  2007,  compared to 299.05% at December  31, 2006
and 209.00% at March 31, 2006.  The  allowance for loan losses at March 31, 2007
includes  $2.9  million  of  balances  acquired  in  conjunction  with  our 2007
acquisition  of Royal Oaks.  We continue to closely  monitor our  operations  to
address the ongoing  challenges  posed by the  changing  level of  nonperforming
loans and we  continue to focus our  efforts on  reducing  the overall  level of
nonperforming loans in our loan portfolio, with attention to the loan portfolios
acquired through our bank  acquisitions.  Management  considers these factors 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 $24.6 million and $25.5 million for
the three months ended March 31, 2007 and 2006, respectively. Noninterest income
consists  primarily of service charges on deposit  accounts and customer service
fees, mortgage-banking revenues, investment management income, insurance fee and
commission income and other income.

Service charges on deposit accounts and customer service fees were $10.6 million
and  $10.2  million  for the  three  months  ended  March  31,  2007  and  2006,
respectively.  The  increase in service  charges and  customer  service fees was
primarily  attributable to increased  deposit account  balances  associated with
internal  growth and our  acquisitions  of banks  completed in 2006 and 2007, as
further  described  under   "--Financial   Condition"  and  in  Note  2  to  our
Consolidated Financial Statements.

The gain on loans sold and held for sale was $3.9  million and $6.8  million for
the three  months  ended March 31,  2007 and 2006,  respectively.  We  primarily
attribute the decrease to the following transactions during the first quarter of
2006: (a) a $1.7 million gain, before  applicable income taxes,  recorded on the
sale of certain  nonperforming  loans in March 2006; and (b) the  recognition of
$1.2  million  of income in March  2006  generated  from the  capitalization  of
mortgage  servicing rights pertaining to the  securitization and transfer to our
investment  portfolio of $77.1 million of residential mortgage loans held in our
loan portfolio,  as further  described in Note 4 to our  Consolidated  Financial
Statements.
<PAGE>

We recorded a net gain on investment securities of $293,000 for the three months
ended March 31, 2007, in  comparison  to a net loss on investment  securities of
$2.8 million for the  comparable  period in 2006. The net loss in 2006 primarily
resulted  from  sales  of  certain   available-for-sale   investment  securities
associated  with the full  termination  of three $50.0  million term  repurchase
agreements  during  the  first  quarter  of 2006,  as  further  described  under
"--Interest Rate Risk Management."

Bank-owned  life insurance  investment  income was $713,000 and $1.1 million for
the three  months  ended March 31,  2007 and 2006,  respectively,  reflecting  a
reduced return on the performance of the underlying investments  surrounding the
insurance  contracts  which is primarily  attributable  to the  portfolio mix of
investments and overall market conditions.

Investment   management  income  generated  by  MVP,  our  institutional   money
management  subsidiary,  was $1.5  million and $2.3 million for the three months
ended  March 31, 2007 and 2006,  respectively,  reflecting  decreased  portfolio
management fee income associated with changes in assets under management.

Insurance fee and  commission  income  generated by Adrian Baker,  our insurance
brokerage  agency  acquired in March 2006, was $1.7 million for the three months
ended March 31, 2007.

Other  income was $5.8 million and $7.8 million for the three months ended March
31,  2007 and 2006,  respectively.  The  decline  in other  income is  primarily
attributable to:

     >>   a decrease  of $1.6  million  in gains on sales of other real  estate.
          Gains on sales of other real estate were  $11,000 for the three months
          ended  March 31,  2007.  Gains on sales of other real estate were $1.6
          million for the three months ended March 31, 2006, and included a $1.5
          million gain  recognized  on the sale of a parcel of other real estate
          in January 2006 acquired with our  acquisition of CIB Bank in November
          2004; and

     >>   a release fee of $938,000 received during the first quarter of 2006 on
          funds  collected from a loan  previously  sold in which First Bank was
          entitled  to 25% of any  future  fees  collected  on the loan  under a
          defined  release fee  agreement  that was entered into in  conjunction
          with the loan sale; partially offset by

     >>   an  increase  of  $854,000 in  recoveries  of certain  loan  principal
          balances  that  had  been  previously  charged-off  by  the  financial
          institutions prior to their acquisition by First Banks.


Noninterest Expense. Noninterest expense was $85.7 million and $74.8 million for
the three months  ended March 31, 2007 and 2006,  respectively.  Our  efficiency
ratio was 71.75% for the three  months ended March 31, 2007,  in  comparison  to
64.29% for the comparable  period in 2006.  The increase in noninterest  expense
was primarily  attributable to our de novo branch openings and our  acquisitions
in 2006 and 2007,  which  resulted in increased  salaries and employee  benefits
expense, occupancy expense and information technology fees, as well as increases
in other expense.

Salaries and employee  benefits  expense was $45.2 million and $39.5 million for
the three months ended March 31, 2007 and 2006,  respectively.  We attribute the
overall increase to higher salaries and employee  benefits  expenses  associated
with an aggregate of 18 additional branch offices acquired in 2006 and 2007, our
acquisitions  of Adrian Baker and UPAC in 2006 and three de novo branch  offices
opened in 2007,  in addition to generally  higher  salary and  employee  benefit
costs associated with employing and retaining qualified personnel, including the
implementation  of enhanced  incentive  compensation and employee benefit plans.
Our total full-time  equivalent  employees  increased to approximately  2,720 at
March 31,  2007 from  approximately  2,350 at March 31,  2006,  representing  an
increase of 15.7%.

Occupancy,  net of rental income,  and furniture and equipment expense was $12.0
million and $10.2  million for the three  months  ended March 31, 2007 and 2006,
respectively.  The increase reflects higher levels of expense resulting from our
de novo branch openings and  acquisitions in 2006 and 2007, as discussed  above,
as well as increased technology equipment expenditures,  continued expansion and
renovation of certain corporate and branch offices,  and increased  depreciation
expense associated with acquisitions and capital expenditures.

Information  technology  and item  processing  fees were $9.3  million  and $9.1
million for the three  months  ended March 31, 2007 and 2006,  respectively.  As
more fully described in Note 6 to our Consolidated  Financial Statements,  First
Services,  L.P.,  a limited  partnership  indirectly  owned by our  Chairman and
members of his immediate  family,  provides  information  technology and various
operational support services to our subsidiaries and us. Information  technology
fees also include fees paid to outside  servicers  associated  with our mortgage
banking and trust divisions,  our small business lending and institutional money
management subsidiaries, and Adrian Baker and UPAC.
<PAGE>

Legal,  examination and professional fees were $1.7 million and $2.1 million for
the three  months  ended March 31, 2007 and 2006,  respectively.  The  continued
expansion of overall corporate  activities,  the ongoing  professional  services
utilized  by  certain  of our  acquired  entities,  and the level of legal  fees
associated with certain  litigation  matters have all contributed to the overall
expense levels in 2006 and 2007.

Amortization  of  intangible  assets was $2.9  million and $1.5  million for the
three months ended March 31, 2007 and 2006,  respectively,  as further described
in  Note  3  to  our  Consolidated   Financial  Statements.   The  increase  was
attributable  to core  deposit  intangibles  associated  with  our  acquisitions
completed  in 2006 and  2007,  in  addition  to the  customer  list  intangibles
associated with our  acquisitions of Adrian Baker and UPAC in March 2006 and May
2006, respectively.

Charitable contributions expense was $1.9 million and $1.6 million for the three
months ended March 31, 2007 and 2006,  respectively.  The increase in charitable
contributions  expense was primarily  attributable  to an increase in charitable
contributions  made to the  Dierberg  Operating  Foundation,  Inc., a charitable
foundation  established by our Chairman and members of his immediate  family, as
further described in Note 6 to our Consolidated Financial Statements.

Other expense was $8.2 million and $7.1 million for the three months ended March
31, 2007 and 2006, respectively.  Other expense encompasses numerous general and
administrative  expenses  including  insurance,  freight and  courier  services,
correspondent  bank charges,  miscellaneous  losses and recoveries,  expenses on
other real estate owned,  memberships  and  subscriptions,  transfer agent fees,
sales taxes and travel,  meals and entertainment.  The increase in other expense
was  primarily  attributable  to continued  growth and  expansion of our banking
franchise,  including our de novo branch offices and our acquisitions  completed
during 2006 and 2007.

Provision for Income Taxes. The provision for income taxes was $11.0 million for
the three months ended March 31, 2007, representing an effective income tax rate
of 36.2%, in comparison to $11.7 million,  representing an effective  income tax
rate of 28.9%, for the comparable  period in 2006. The decrease in our provision
for income taxes  primarily  reflects:  (a) our  decreased  earnings;  partially
offset by (b) the  reversal of a federal tax reserve of $2.5 million and a state
tax reserve of $748,000  recorded in the first  quarter of 2006, as they were no
longer deemed necessary due to the resolution of a potential tax liability;  and
(c) tax  benefits  of  approximately  $380,000  relating to the  utilization  of
certain federal and state tax credits recorded in the first quarter of 2006.


                          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  financial
instruments we held as of March 31, 2007 and December 31, 2006 are summarized as
follows:
<TABLE>
<CAPTION>

                                                            March 31, 2007             December 31, 2006
                                                        ----------------------      -----------------------
                                                         Notional      Credit         Notional      Credit
                                                          Amount      Exposure         Amount      Exposure
                                                          ------      --------         ------      --------
                                                                  (dollars expressed in thousands)

<S>                                                     <C>            <C>             <C>           <C>
         Cash flow hedges.............................  $ 600,000          --          600,000       4,369
         Interest rate floor agreements...............    300,000         432          300,000         376
         Interest rate cap agreements.................    400,000          86          400,000         139
         Interest rate lock commitments...............      5,400          --            5,900          --
         Forward commitments to sell
           mortgage-backed securities.................     52,000          --           54,000          --
                                                        =========      ======        =========      ======
</TABLE>

The notional  amounts of our 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 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.

For the three  months  ended March 31, 2007 and 2006,  we realized  net interest
expense of $1.4 million on our derivative financial instruments. We recorded net
gains on derivative instruments, which are included in noninterest income in the
consolidated  statements  of income,  of $2,000 for the three months ended March
31, 2007, in comparison  to net losses of $66,000 for the  comparable  period in
2006.  The net gains  recorded for the three months ended March 31, 2007 reflect
changes in the value of our  interest  rate  floor  agreements  entered  into in
September  2005 and 2006,  and  changes  in the value of our  interest  rate cap
agreements entered into in September 2006. The net losses recorded for the three
months  ended March 31, 2006 reflect  changes in the value of our interest  rate
floor agreement entered into in September 2005.
<PAGE>

Cash Flow Hedges.  We entered into the following  interest rate swap agreements,
which have been  designated  as cash flow hedges,  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:

     >>   During April 2001 and July 2003,  we entered into  interest  rate swap
          agreements  of $175.0  million  and $200.0  million  notional  amount,
          respectively.  The underlying  hedged assets are certain variable rate
          loans  within  our  commercial  loan  portfolio.  The swap  agreements
          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  2.82% and 2.85%,  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 in order to appropriately modify our overall hedge position
          in accordance with our interest rate risk management  program,  and in
          April 2006, the remaining $100.0 million notional amount of these swap
          agreements matured.

     >>   In September  2006, we entered into a $200.0 million  notional  amount
          three-year  interest rate swap agreement and a $200.0 million notional
          amount four-year  interest rate swap agreement.  The underlying hedged
          assets are certain  variable  rate loans  within our  commercial  loan
          portfolio.  The swap agreements 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 2.86%. The terms of the swap
          agreements  provide for us to pay and receive  interest on a quarterly
          basis.

The amount  receivable by us under the swap agreements was $1.7 million and $7.0
million at March 31, 2007 and December 31,  2006,  respectively,  and the amount
payable by us under the swap  agreements  was $2.5  million and $2.7  million at
March 31, 2007 and December 31, 2006, respectively.

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
March 31, 2007 and December 31, 2006 were as follows:
<TABLE>
<CAPTION>

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

         March 31, 2007:
<S>                                                    <C>               <C>           <C>        <C>
             July 31, 2007...........................  $ 200,000         5.40%         3.08%      $ (1,586)
             September 18, 2009......................    200,000         5.39          5.20            829
             September 20, 2010......................    200,000         5.39          5.20          1,249
                                                       ---------                                  --------
                                                       $ 600,000         5.39          4.49       $    492
                                                       =========        =====         =====       ========

         December 31, 2006:
             July 31, 2007...........................  $ 200,000         5.40%         3.08%      $ (2,705)
             September 18, 2009......................    200,000         5.39          5.20             98
             September 20, 2010......................    200,000         5.39          5.20            449
                                                       ---------                                  --------
                                                       $ 600,000         5.39          4.49       $ (2,158)
                                                       =========        =====         =====       ========
</TABLE>

Fair Value Hedges. We entered into the following  interest rate swap agreements,
which have been  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 May 2002,  March  2003 and April  2003,  we entered  into $55.2
          million,   $25.0   million   and  $46.0   million   notional   amount,
          respectively, of interest rate swap agreements that provided for us to
          receive  a  fixed  rate of  interest  and  pay an  adjustable  rate of
          interest  equivalent to the  three-month  LIBOR plus 2.30%,  2.55% and
          2.58%, respectively.  The underlying hedged liabilities were a portion
          of our  subordinated  debentures.  The  terms of the  swap  agreements
          provided for us to pay and receive  interest on a quarterly  basis. In
          May 2005, we terminated  the $55.2 million and $46.0 million  notional
          swap  agreements  in  order  to  appropriately   modify  future  hedge
          positions  in  accordance  with  our  interest  rate  risk  management
          program.  The resulting  $854,000  basis  adjustment of the underlying
          hedged liabilities, in aggregate, was being recorded as a reduction of
          interest  expense  over the  remaining  maturities  of the  underlying
          hedged  liabilities,  which  ranged from 26 to 28 years at the time of
<PAGE>

          the  termination.  In February 2006, we terminated the remaining $25.0
          million notional swap agreement. In conjunction with this transaction,
          we  recorded  the  resulting  $1.7  million  basis  adjustment  of the
          underlying  hedged  liabilities and the remaining balance of the basis
          adjustments  associated  with the swap agreements that were terminated
          in May 2005,  totaling  $834,000,  in our  consolidated  statements of
          income.  The  recognition  of the net basis  adjustments on all of the
          terminated  fair value  interest  rate swap  agreements  resulted in a
          pre-tax loss of $849,000 that was recorded in February 2006.

Interest  Rate Floor  Agreements.  In September  2005,  we entered into a $100.0
million notional amount three-year  interest rate floor agreement in conjunction
with our  interest  rate  risk  management  program.  The  interest  rate  floor
agreement provides for us to receive a quarterly fixed rate of interest of 5.00%
should the  three-month  LIBOR equal or fall below the strike price of 2.00%. In
August  2006,  we  entered  into a $200.0  million  notional  amount  three-year
interest rate floor agreement in conjunction  with the  restructuring  of one of
our $100.0 million term repurchase  agreements,  as further  described below, to
further stabilize net interest income in the event of a declining rate scenario.
The  interest  rate  floor  agreement  provides  for us to  receive a  quarterly
adjustable rate of interest  equivalent to the  differential  between the strike
price of 4.00% and the three-month  LIBOR should the three-month  LIBOR equal or
fall  below  the  strike  price.  The fair  value  of the  interest  rate  floor
agreements,  which is  included  in other  assets  in our  consolidated  balance
sheets,  was  $432,000  and  $376,000 at March 31, 2007 and  December  31, 2006,
respectively.

Interest Rate Floor Agreements Embedded in Term Repurchase  Agreements.  We have
term repurchase  agreements under master repurchase agreements with unaffiliated
third  parties,  as further  described in Note 9 to our  Consolidated  Financial
Statements.  The  underlying  securities  associated  with the  term  repurchase
agreements are  mortgage-backed  securities and callable U.S.  Government agency
securities  and are  held by  other  financial  institutions  under  safekeeping
agreements.  The term repurchase agreements were entered into with the objective
of  stabilizing  net  interest  income  over time,  further  protecting  our net
interest  margin  against  changes in interest  rates and providing  funding for
security purchases.  The interest rate floor agreements included within the term
repurchase  agreements  represent  embedded  derivative  instruments  which,  in
accordance with existing accounting literature governing derivative instruments,
are not  required  to be  separated  from the  term  repurchase  agreements  and
accounted for separately as a derivative financial instrument. As such, the term
repurchase  agreements  are reflected in other  borrowings  in our  consolidated
balance sheets and the related interest expense is reflected as interest expense
on other borrowings in our consolidated statements of income.

In February 2006, we terminated our two $50.0 million term repurchase agreements
with maturity  dates of June 14, 2007, and recognized a $1.6 million loss on the
sale of $100.0 million of  available-for-sale  investment  securities associated
with the  termination of the term repurchase  agreements;  and in March 2006, we
terminated our $50.0 million term  repurchase  agreement with a maturity date of
August 1, 2007,  and  recognized a $746,000 loss on the sale of $50.0 million of
available-for-sale  investment securities associated with the termination of the
term  repurchase  agreement.  Our termination  transactions  entered into in the
first  quarter of 2006  resulted  in a reduction  of $150.0  million of our term
repurchase  agreements,  the  recognition  of a $2.4 million loss on the sale of
$150.0  million  of  investment   securities  held  in  our   available-for-sale
investment   portfolio,   and  prepayment  penalties  of  $223,000  incurred  in
conjunction  with  the  early  termination  of the term  repurchase  agreements.
Additionally,  in April 2006, we terminated  $50.0 million of the $150.0 million
term  repurchase  agreement  with a  maturity  date of  January  12,  2007,  and
recognized a $310,000  loss on the sale of $50.0  million of  available-for-sale
investment  securities  associated  with the  termination of the term repurchase
agreement; and in August 2006, we restructured the remaining $100.0 million term
repurchase  agreement  to extend the  maturity  date to October  12, 2010 and to
modify the pricing structure, including the interest rate floor strike price. We
did not incur any costs associated with the restructuring of the agreement.

In July  2006,  we  entered  into a $100.0  million  four-year  term  repurchase
agreement under a master repurchase  agreement with an unaffiliated third party,
as further  described in Note 9 to our Consolidated  Financial  Statements.  The
underlying  securities  associated with the term  repurchase  agreement are U.S.
Government agency collateralized  mortgage obligation securities and are held by
other financial institutions under a safekeeping agreement.

Interest  Rate Cap  Agreements.  In  September  2006,  we entered  into a $200.0
million  notional  amount  three-year  interest  rate cap agreement and a $200.0
million  notional  amount  four-year  interest rate cap agreement in conjunction
with the interest  rate swap  agreements  designated as cash flow hedges that we
entered  into in  September  2006,  as  previously  described,  to limit the net
interest expense  associated with our interest rate swap agreements in the event
of a rising  rate  scenario.  The  $200.0  million  notional  amount  three-year
interest  rate cap agreement  provides for us to receive a quarterly  adjustable
rate of interest  equivalent to the differential  between the three-month  LIBOR
and the strike  price of 7.00%  should the  three-month  LIBOR exceed the strike
price. The $200.0 million notional amount four-year  interest rate cap agreement
provides for us to receive a quarterly adjustable rate of interest equivalent to
the  differential  between the  three-month  LIBOR and the strike price of 7.50%

<PAGE>

should the  three-month  LIBOR  exceed the strike  price.  The fair value of the
interest  rate  cap  agreements,  which  is  included  in  other  assets  in our
consolidated  balance  sheets,  was $86,000  and  $139,000 at March 31, 2007 and
December 31, 2006, respectively.

Pledged  Collateral.  At March 31, 2007 and December  31, 2006,  we had accepted
cash of $677,000 and $4.2  million,  respectively,  as  collateral in connection
with our interest rate swap agreements.

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 to be sold.  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.  The fair value of these interest
rate lock  commitments  included  in other  assets in our  consolidated  balance
sheets was  $32,000  and  ($17,000)  at March 31, 2007 and  December  31,  2006,
respectively.

                       Loans and Allowance for Loan Losses

Interest earned on our loan portfolio  represents the principal source of income
for First Bank.  Interest and fees on loans were 89.5% of total interest  income
for the three  months  ended  March 31,  2007,  in  comparison  to 89.2% for the
comparable period in 2006. Loans, net of unearned  discount,  increased to $7.93
billion,  or 76.4% of our assets, at March 31, 2007,  compared to $7.67 billion,
or 75.5% of our assets, at December 31, 2006. The overall increase in loans, net
of unearned  discount,  during the first quarter of 2007 reflects  internal loan
growth of $90.1 million and our acquisition of Royal Oaks, which provided loans,
net of unearned  discount,  of $175.5  million.  We primarily  attribute the net
increase in our loan portfolio to:

     >>   an  increase  of  $143.1  million  in our  commercial,  financial  and
          agricultural  portfolio,  primarily attributable to continued internal
          loan  production  growth and $45.1  million of loans  provided  by our
          acquisition of Royal Oaks;

     >>   an  increase  of $75.5  million in our real  estate  construction  and
          development  portfolio  resulting primarily from new loan originations
          and seasonal  fluctuations on existing and available  credit lines, as
          well as $54.8 million of loans  provided by our  acquisition  of Royal
          Oaks;

     >>   an increase of $37.1  million in our real estate  mortgage  portfolio,
          primarily attributable to loans totaling $70.6 million provided by our
          acquisition of Royal Oaks; partially offset by (a) a decrease of $12.9
          million within this loan portfolio, primarily due to loan payoffs; and
          (b) the transfer of approximately $17.5 million of certain repurchased
          residential  mortgage  loans to our loans held for sale  portfolio  in
          March 2007, after recording loan charge-offs of $3.5 million to adjust
          the  loan  balances  to  their  estimated  fair  value  at the time of
          transfer based on the  commitment  from a third-party  purchaser.  The
          repurchased  residential  mortgage loans included  approximately $14.5
          million of  nonperforming  loans.  The sale of the  majority  of these
          loans  occurred in April 2007, as further  described in Note 14 to our
          Consolidated Financial Statements; and

     >>   an  increase  of $5.2  million in our loans  held for sale  portfolio,
          reflecting  the  transfer of  approximately  $17.5  million of certain
          residential  mortgage loans to our loans held for sale  portfolio,  as
          discussed above,  partially offset by the timing of loan  originations
          and subsequent  sales in the secondary  mortgage  market,  including a
          reduction  in the  originations  and  sales of  sub-prime  residential
          mortgage  loan  products  in light of the  global  impact  experienced
          throughout the mortgage  banking  industry during the first quarter of
          2007, as further discussed below.



<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 March 31, 2007 and December 31, 2006:
<TABLE>
<CAPTION>

                                                                              March 31,    December 31,
                                                                                2007           2006
                                                                                ----           ----
                                                                          (dollars expressed in thousands)
         Commercial, financial and agricultural:
<S>                                                                            <C>              <C>
              Nonaccrual...................................................  $   12,483         9,879
         Real estate construction and development:
              Nonaccrual...................................................      21,764        13,344
         Real estate mortgage:
              One-to-four family residential:
                  Nonaccrual...............................................      21,567        18,885
                  Restructured.............................................           8             9
              Multi-family residential loans:
                  Nonaccrual...............................................         269           272
              Commercial real estate loans:
                  Nonaccrual...............................................       6,410         6,260
         Consumer and installment:
              Nonaccrual...................................................          17            81
                                                                             ----------     ---------
                    Total nonperforming loans..............................      62,518        48,730
         Other real estate.................................................       8,505         6,433
                                                                             ----------     ---------
                    Total nonperforming assets.............................  $   71,023        55,163
                                                                             ==========     =========

         Loans, net of unearned discount...................................  $7,932,129     7,666,481
                                                                             ==========     =========

         Loans past due 90 days or more and still accruing.................  $    4,152         5,653
                                                                             ==========     =========

         Ratio of:
           Allowance for loan losses to loans..............................        1.79%         1.90%
           Nonperforming loans to loans....................................        0.79          0.64
           Allowance for loan losses to nonperforming loans................      227.37        299.05
           Nonperforming assets to loans and other real estate.............        0.89          0.72
                                                                             ==========     =========
</TABLE>

Nonperforming  loans,  consisting of loans on nonaccrual status and restructured
loans,  were  $62.5  million at March 31,  2007,  compared  to $48.7  million at
December 31, 2006 and $67.1 million at March 31, 2006.  Nonperforming loans were
0.79% of loans, net of unearned discount,  at March 31, 2007,  compared to 0.64%
and 0.94% of loans, net of unearned discount, at December 31, 2006 and March 31,
2006,  respectively.  Other real estate owned was $8.5 million, $6.4 million and
$3.3  million  at March  31,  2007,  December  31,  2006  and  March  31,  2006,
respectively.  Our nonperforming  assets,  consisting of nonperforming loans and
other real estate owned, were $71.0 million at March 31, 2007, compared to $55.2
million at December 31, 2006 and $70.4 million at March 31, 2006.  Additionally,
loans past due 90 days or more and still accruing  interest were $4.2 million at
March 31,  2007,  compared to $5.7 million and $2.2 million at December 31, 2006
and March 31, 2006, respectively.

Nonperforming  loans at March 31, 2007 increased $13.8 million,  or 28.3%,  from
nonperforming  loans at December 31, 2006.  Nonperforming  loans at December 31,
2006 decreased $18.4 million,  or 27.4%, from  nonperforming  loans at March 31,
2006.   During  2006,  we   successfully   reduced  the  overall  level  of  our
nonperforming  loans through the sale of nonperforming  loans,  payoffs on loans
and the strengthening of certain credit  relationships.  However, we experienced
an increase in the overall  level of our  nonperforming  loans  during the first
quarter of 2007,  primarily in our real estate  construction and development and
residential  real estate mortgage loan  portfolios.  Specifically,  the increase
reflects the  deterioration of two residential  construction  projects  totaling
$10.2 million and the placement of these credits on nonaccrual status during the
first quarter of 2007. The increase during 2007 also reflects  increased  levels
of delinquencies within our one-to-four family residential  portfolio driven by:

<PAGE>

(a)  current  market  conditions,   including   slowdowns  in  unit  sales;  (b)
repurchases of certain residential mortgage loans sold with recourse,  primarily
due to early payment default,  that were placed back into our one-to-four family
residential  loan  portfolio;  and (c) the global  impact of sub-prime  products
experienced  throughout the mortgage  banking  industry.  Our involvement in the
sub-prime  market has been limited to the  origination  and  subsequent  sale of
these  loans in the  secondary  market,  and  represents  only a portion  of our
mortgage banking loan origination volumes.  During the first quarter of 2007, we
curtailed  our loan  originations  of this  product  following  a decline in bid
prices  and  in  market  liquidity  for  these  loan  products.  We  expect  the
curtailment  of these  activities  will  likely  reduce  the  amount  of  future
noninterest  income  that  we  will  realize,  in  comparison  to the  level  of
noninterest  income that we had historically  generated  through the origination
and sale of these  sub-prime  loan  products.  In  addition,  in March 2007,  we
entered into a commitment to sell certain repurchased residential mortgage loans
that were either  nonperforming loans or were deemed by management to be problem
credits.  Subsequent  to recording  loan  charge-offs  of $3.5 million to reduce
these  loans  to  their  estimated  fair  value  at the  time  of  transfer,  we
transferred  approximately  $17.5  million  of certain  repurchased  residential
mortgage loans to our held for sale  portfolio,  including  approximately  $14.5
million of nonperforming residential mortgage loans. The sale of the majority of
these loans was completed in April 2007, as further  described in Note 14 to our
Consolidated Financial Statements.

We recorded  net loan  charge-offs  of $10.0  million for the three months ended
March 31, 2007,  compared to net loan  recoveries  of $3.3 million for the three
months ended March 31, 2006. Net loan charge-offs  recorded for the three months
ended March 31, 2007 include loan charge-offs of $11.7 million, partially offset
by loan recoveries of $1.7 million.  The increased level of net loan charge-offs
recorded for the first  quarter of 2007  reflects  $5.5  million of  charge-offs
associated  with our one-to-four  family  residential  portfolio,  of which $3.5
million was recorded in  conjunction  with the  transfer of certain  repurchased
residential  mortgage loans to our loans held for sale portfolio,  as previously
discussed.  Net loan  charge-offs  for the first  quarter of 2007 also include a
charge-off of $2.5 million on a residential  development and construction credit
relationship.  Net loan recoveries recorded for the three months ended March 31,
2006 reflect loan recoveries of $6.8 million,  including a loan recovery of $5.0
million on the payoff of a single loan,  partially offset by loan charge-offs of
$3.4 million. Our net loan charge-offs were 0.13% of average loans for the first
three months of 2007,  representing a significant increase over the same quarter
last year. Our net loan recoveries for the first three months of 2006 were 0.05%
of average loans.  Our allowance for loan losses was $142.1 million at March 31,
2007,  compared  to $145.7  million at December  31, 2006 and $140.2  million at
March 31, 2006.  Our allowance for loan losses as a percentage of loans,  net of
unearned discount,  was 1.79%,  1.90% and 1.96% at March 31, 2007,  December 31,
2006 and  March 31,  2006,  respectively.  Our  allowance  for loan  losses as a
percentage of nonperforming loans was 227.37%,  299.05% and 209.00% at March 31,
2007, December 31, 2006 and March 31, 2006, respectively. We continue to closely
monitor our loan  portfolio  and address  the  ongoing  challenges  posed by the
current  economic  environment  and market  conditions,  including  reduced loan
demand and highly competitive  markets and pricing within certain sectors of our
loan  portfolio.  We consider this in our overall  assessment of the adequacy of
the allowance for loan losses.

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
our loan portfolio.  Factors are applied to the loan portfolio for each category
of loan risk to determine  acceptable  levels of allowance  for loan losses.  In
addition,  a quarterly  evaluation  of each lending  unit is performed  based on
certain factors,  such as lending personnel  experience,  recent credit reviews,
loan concentrations and other factors. Based on this evaluation,  changes to the
allowance  for  loan  losses  may  be  required  due to the  perceived  risk  of
particular  portfolios.  The calculated  allowance required for the portfolio is
then  compared to the actual  allowance  balance to  determine  the  adjustments
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 changes 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,  adjustments are
made to the allowance  for loan losses.  Such  adjustments  are reflected in our
consolidated statements of income.
<PAGE>

Changes in the  allowance  for loan losses for the three  months ended March 31,
2007 and 2006 were as follows:

<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                   ------------------------
                                                                                       2007         2006
                                                                                       ----         ----
                                                                               (dollars expressed in thousands)

<S>                                                                                 <C>            <C>
         Balance, beginning of period.............................................  $ 145,729      135,330
         Acquired allowance for loan losses.......................................      2,925          576
                                                                                    ---------    ---------
                                                                                      148,654      135,906
                                                                                    ---------    ---------
         Loans charged-off........................................................    (11,715)      (3,445)
         Recoveries of loans previously charged-off...............................      1,709        6,774
                                                                                    ---------    ---------
              Net loan (charge-offs) recoveries...................................    (10,006)       3,329
                                                                                    ---------    ---------
         Provision for loan losses................................................      3,500        1,000
                                                                                    ---------    ---------
         Balance, end of period...................................................  $ 142,148      140,235
                                                                                    =========    =========
</TABLE>

                                    Liquidity

Our  liquidity  is the  ability to maintain a cash flow that is adequate to fund
operations,  service debt obligations and meet obligations and other commitments
on a timely basis. We receive 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 FHLB and other  borrowings,  including our term loan and our
revolving  credit line.  The  aggregate  funds  acquired from these sources were
$1.88  billion  and $1.86  billion  at March 31,  2007 and  December  31,  2006,
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 and other
borrowings, including our notes payable, at March 31, 2007:

<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.............................  $  514,329           175,842           690,171
         Over three months through six months.............     347,576             5,000           352,576
         Over six months through twelve months............     449,972            13,000           462,972
         Over twelve months...............................     155,433           220,985           376,418
                                                            ----------          --------        ----------
              Total.......................................  $1,467,310           414,827         1,882,137
                                                            ==========          ========        ==========
</TABLE>

In addition to these  sources of funds,  First Bank has  established a borrowing
relationship  with  the  Federal  Reserve  Bank  of St.  Louis.  This  borrowing
relationship,  which is secured by  commercial  loans,  provides  an  additional
liquidity facility that may be utilized for contingency  purposes.  At March 31,
2007 and December 31, 2006, First Bank's borrowing  capacity under the agreement
was approximately $634.6 million and $639.1 million,  respectively. In addition,
First  Bank's  borrowing  capacity  through its  relationship  with the FHLB was
approximately  $679.4  million and $666.0 million at March 31, 2007 and December
31, 2006,  respectively.  We had FHLB  advances  outstanding  of $4.0 million at
March 31, 2007 and December 31, 2006, all of which represent advances assumed in
conjunction with various acquisitions.

<PAGE>

In addition to our owned  banking  facilities,  we have entered  into  long-term
leasing  arrangements to support our ongoing  activities.  The required payments
under such commitments and other obligations at March 31, 2007 were as follows:
<TABLE>
<CAPTION>

                                                    Less than      1-3        3-5       Over
                                                     1 Year       Years      Years     5 Years     Total (1)
                                                     ------      ------      -----     -------     -----
                                                                (dollars expressed in thousands)

<S>                                               <C>             <C>        <C>        <C>         <C>
         Operating leases.......................  $    14,818     26,489     15,964     38,169      95,440
         Certificates of deposit (2)............    3,304,284    444,459    105,948     11,606   3,866,297
         Other borrowings (2)...................      173,842        159    200,826         --     374,827
         Notes payable (2)......................       20,000     20,000         --         --      40,000
         Subordinated debentures (2)............       25,774         --         --    302,147     327,921
         Other contractual obligations..........        1,556        236        136        128       2,056
                                                  -----------   --------   --------   --------  ----------
              Total.............................  $ 3,540,274    491,343    322,874    352,050   4,706,541
                                                  ===========   ========   ========   ========  ==========
         ---------------
         (1) Amounts  exclude  FIN 48  unrecognized  tax  liabilities  of  $2.5 million  and related accrued
             interest expense of $1.1 million for  which  the timing  of payment of  such liabilities cannot
             be reasonably estimated as of March 31, 2007.
         (2) Amounts exclude the related interest expense accrued on these obligations as of March 31, 2007.
</TABLE>

Management  believes the available liquidity and operating results of First 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  interest  on  the
subordinated  debentures that we issued to our affiliated statutory and business
financing trusts.

                       Effects of New Accounting Standards

In February 2006, the FASB issued Statement of Financial  Accounting  Standards,
or SFAS,  No. 155 -- Accounting  For Certain Hybrid  Financial  Instruments,  an
amendment of SFAS No. 133 -- Accounting For Derivative  Instruments  and Hedging
Activities  and SFAS No. 140. SFAS No. 155 allows  entities to remeasure at fair
value a hybrid  financial  instrument that contains an embedded  derivative that
otherwise  would require  bifurcation  from the host  instrument,  if the holder
irrevocably  elects to account for the whole  instrument  on a fair value basis.
Subsequent  changes in the fair value of the  instrument  would be recognized in
earnings.  In January 2007, the FASB posted to its website  revisions to certain
SFAS No. 133  implementation  issues that were  affected by the issuance of SFAS
No. 155 and SFAS No. 156 (discussed  below).  These  revisions  provide a narrow
scope exception for securitized  interests in prepayable  financial  assets that
only contain an embedded  derivative that results from the embedded call options
in the underlying  prepayable financial assets if certain criteria are met. SFAS
No. 155 is effective for financial instruments acquired, issued, or subject to a
remeasurement  event occurring after the beginning of the first fiscal year that
begins after September 15, 2006. Early adoption is permitted as of the beginning
of the  fiscal  year  unless the entity has  already  issued  interim  financial
statements  during that fiscal year. We  implemented  SFAS No. 155 on January 1,
2007, which did not have a material impact on our financial condition or results
of operations.

In March 2006,  the FASB  issued  SFAS No. 156 -- Accounting  for  Servicing  of
Financial  Assets.  SFAS No.156, an amendment of FASB SFAS No. 140 -- Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities,  addresses the recognition and measurement of separately recognized
servicing  assets and  liabilities  and  allows  mark-to-market  accounting  for
servicing  rights  resulting  in  reporting  that is similar to fair value hedge
accounting, but without the effort and system costs needed to identify effective
hedging  instruments  and  document  hedging  relationships.  SFAS  No.  156  is
effective for fiscal years beginning after September 15, 2006. Early adoption is
permitted as of the  beginning of an entity's  fiscal year unless the entity has
already  issued  interim  financial  statements  during  that  fiscal  year.  We
implemented  SFAS No.  156 on  January  1,  2007,  which did not have a material
impact on our financial condition or results of operations.

In June 2006,  the FASB issued FIN 48 -- Accounting  for  Uncertainty  in Income
Taxes, an  Interpretation of SFAS No. 109 -- Accounting for Income Taxes. FIN 48
clarifies the accounting for uncertainty in income taxes in financial statements
and prescribes a recognition  threshold and measurement  attribute for financial
statement  recognition and measurement of a tax position taken or expected to be
taken. FIN 48 also provides guidance on derecognition,  classification, interest
and penalties,  accounting in interim periods, disclosure and transition. FIN 48
is effective for fiscal years  beginning after December 15, 2006. We implemented
FIN 48 on  January 1, 2007,  as further  described  in Note 1 and Note 12 to our
Consolidated Financial Statements.
<PAGE>

In September 2006, the FASB issued SFAS No. 157 -- Fair Value Measurements. SFAS
No. 157 defines fair value,  establishes a framework for measuring fair value in
U.S. generally accepted  accounting  principles,  and expands  disclosures about
fair  value   measurements.   SFAS  No.  157  applies  under  other   accounting
pronouncements  that  require or permit  fair value  measurements,  and does not
require any new fair value  measurements.  SFAS No. 157 is effective  for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.  Early  adoption is permitted as of the  beginning of an entity's  fiscal
year unless the entity has already issued interim  financial  statements  during
that fiscal year. We are currently  evaluating the  requirements of SFAS No. 157
to determine their impact on our financial condition and results of operations.

In  February  2007,  the FASB issued  SFAS No. 159 -- The Fair Value  Option for
Financial Assets and Financial  Liabilities,  including an amendment of SFAS No.
115. SFAS No. 159 provides entities with an option to report selected  financial
assets and  liabilities at fair value in an effort to reduce both  complexity in
accounting for financial  instruments  and the volatility in earnings  caused by
measuring related assets and liabilities differently.  SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007. Retrospective application is
not allowed.  Early  adoption is  permitted  as of the  beginning of an entity's
fiscal year that begins on or before November 15, 2007, provided the entity also
elects  to adopt all of the  provisions  of SFAS No.  157 at the early  adoption
date. We are currently  evaluating the requirements of SFAS No. 159 to determine
their impact on our financial condition and results of operations.


       ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At December 31, 2006, our risk management program's simulation model indicated a
loss of projected net interest  income should  interest  rates  decline.  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  3.7% of net interest  income,  based on assets and liabilities at
December 31, 2006. At March 31, 2007, 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 reduced income associated with our
interest rate swap  agreements and increases in prevailing  interest  rates,  is
reflected in our net  interest  margin for the three months ended March 31, 2007
as  compared  to the  comparable  period  in 2006 and  further  discussed  under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Results of Operations."

During the first  quarter of 2007,  we reduced our  activities  in the sub-prime
residential  mortgage  market in response to increased  market risk  experienced
within  the  industry   associated  with  these  product  lines.  While  we  are
susceptible  to the risk of  future  repurchases  of loans  associated  with the
recent sales of these loans,  we believe  such risk will  significantly  decline
over time. Our reduced  activities  within the sub-prime market will also likely
result in a decline in our future noninterest income, as further discussed under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Results of Operations."

During the three months ended March 31, 2007, our asset-sensitive position and
overall susceptibility to market risks have not changed materially. Prevailing
interest rates have remained relatively constant during the three months ended
March 31, 2007.



                        ITEM 4 - CONTROLS AND PROCEDURES

Our Chief Executive  Officer and our Chief Financial  Officer have evaluated the
effectiveness  of our "disclosure  controls and procedures" (as defined in Rules
13a-15(e)  and  15d-15(e)  under the  Securities  Exchange  Act of 1934,  or the
Exchange Act), as of the end of the period covered by this report. Based on such
evaluation,  our Chief Executive  Officer and our Chief  Financial  Officer have
concluded that, as of the end of such period, the Company's  disclosure controls
and  procedures  are  effective  in  recording,   processing,   summarizing  and
reporting,  on a timely  basis,  information  required  to be  disclosed  by the
Company in the reports that it files or submits  under the Exchange  Act.  There
have not been any  changes in the  Company's  internal  control  over  financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange Act) during the fiscal  quarter to which this report  relates that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.



<PAGE>


                           PART II - OTHER INFORMATION

                                ITEM 6 - EXHIBITS

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

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

                  4.1      Junior  Subordinated  Indenture  between First Banks,
                           Inc. and Wilmington Trust Company, as Trustee,  dated
                           as of February 23, 2007 - filed herewith.

                  4.2      Amended and  Restated  Trust  Agreement of First Bank
                           Statutory  Trust VIII among  First  Banks,  Inc.,  as
                           Depositor,  Wilmington  Trust  Company,  as  Property
                           Trustee  and as  Delaware  Trustee,  and  Terrance M.
                           McCarthy,  Peter D. Wimmer and Lisa K. Vansickle,  as
                           Administrative  Trustees,  dated as of  February  23,
                           2007 - filed herewith.

                  4.3      Guarantee  Agreement  of First Bank  Statutory  Trust
                           VIII between First Banks,  Inc.,  as  Guarantor,  and
                           Wilmington Trust Company, as Guarantee Trustee, dated
                           as of February 23, 2007 - filed herewith.

                  4.4      Purchase  Agreement  among First Banks,  Inc.,  First
                           Bank  Statutory  Trust VIII and TWE, Ltd., and Credit
                           Suisse,  acting through its Cayman Islands branch, as
                           Purchasers,  dated as of  February  23,  2007 - filed
                           herewith.

                  4.5      Floating  Rate Junior  Subordinated  Note due 2037 of
                           First  Banks,  Inc.,  dated as of February 23, 2007 -
                           filed herewith.

                  4.6      Junior   Subordinated  Note  Subscription   Agreement
                           between  First Banks,  Inc. and First Bank  Statutory
                           Trust  VIII,  dated as of  February  23, 2007 - filed
                           herewith.

                  4.7      Preferred  Securities  Certificate  P-1 of First Bank
                           Statutory Trust VIII, dated as of February 23, 2007 -
                           filed herewith.

                 31.1      Rule  13a-14(a) / 15d-14(a)  Certifications  of Chief
                           Executive Officer - filed herewith.

                 31.2      Rule  13a-14(a) / 15d-14(a)  Certifications  of Chief
                           Financial Officer - filed herewith.

                 32.1      Section  1350   Certifications   of  Chief  Executive
                           Officer - filed herewith.

                 32.2      Section  1350   Certifications   of  Chief  Financial
                           Officer - filed herewith.


<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.



Date:    May 14, 2007

                                   FIRST BANKS, INC.


                                   By: /s/ Terrance M. McCarthy
                                      ------------------------------------------
                                           Terrance M. McCarthy
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


                                   By: /s/ Lisa K. Vansickle
                                      ------------------------------------------
                                           Lisa K. Vansickle
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)