EXHIBIT 4.4
                                FIRST BANKS, INC.

                            20,000 Capital Securities


                        Floating Rate Capital Securities
               (Liquidation Amount $1,000.00 per Capital Security)


                               PLACEMENT AGREEMENT

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

                                                                  April 27, 2006


FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York  10019

Ladies and Gentlemen:

         First Banks,  Inc., a Missouri  corporation  (the  "Company"),  and its
financing  subsidiary,  First Bank Statutory Trust V, a Delaware statutory trust
(the "Trust," and hereinafter together with the Company, the "Offerors"), hereby
confirm their agreement  (this  "Agreement")  with you as placement  agents (the
"Placement Agents"), as follows:

Section  1.     Issuance and Sale of Securities.
                -------------------------------

         1.1.   Introduction.  The  Offerors propose  to  issue  and sell at the
                ------------
Closing (as defined in Section 2.3.1 hereof) 20,000 of the Trust's Floating Rate
Capital Securities,  with a liquidation amount of $1,000.00 per capital security
(the "Capital  Securities"),  to First Tennessee Bank National  Association (the
"Purchaser") pursuant to the terms of a Subscription  Agreement entered into, or
to be entered into on or prior to the Closing Date (as defined in Section  2.3.1
hereof), between the Offerors and the Purchaser (the "Subscription  Agreement"),
the form of which is  attached  hereto as Exhibit A and  incorporated  herein by
                                          ---------
this reference.

         1.2.   Operative  Agreements. The Capital Securities shall be fully and
                ---------------------
unconditionally  guaranteed on a subordinated  basis by the Company with respect
to distributions and amounts payable upon  liquidation,  redemption or repayment
(the  "Guarantee")   pursuant  and  subject  to  the  Guarantee  Agreement  (the
"Guarantee  Agreement"),  to be dated as of the Closing  Date and  executed  and
delivered by the Company and Wilmington Trust Company  ("WTC"),  as trustee (the
"Guarantee  Trustee"),  for the benefit  from time to time of the holders of the
Capital  Securities.  The  entire  proceeds  from the  sale by the  Trust to the
holders of the Capital  Securities  shall be combined  with the entire  proceeds
from the sale by the Trust to the Company of its common  securities (the "Common
Securities"),  and  shall be used by the  Trust to  purchase  $20,619,000.00  in

<PAGE>

principal amount of the Floating Rate Junior  Subordinated  Deferrable  Interest
Debentures (the  "Debentures")  of the Company.  The Capital  Securities and the
Common  Securities  for the Trust  shall be issued  pursuant  to an Amended  and
Restated  Declaration  of Trust among WTC, as Delaware  trustee  (the  "Delaware
Trustee"),  WTC, as institutional  trustee (the  "Institutional  Trustee"),  the
Administrators  named  therein,  and the Company,  to be dated as of the Closing
Date and in substantially the form heretofore  delivered to the Placement Agents
(the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture
(the  "Indenture"),  to be dated as of the Closing Date, between the Company and
WTC, as indenture trustee (the "Indenture Trustee"). The documents identified in
this  Section  1.2 and in Section 1.1 are  referred to herein as the  "Operative
Documents."

         1.3.   Rights of Purchaser. The Capital Securities shall be offered and
                -------------------
sold by the Trust directly to the Purchaser  without  registration of any of the
Capital Securities,  the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act and other applicable securities laws. The Offerors agree that this Agreement
shall be  incorporated  by reference  into the  Subscription  Agreement  and the
Purchaser shall be entitled to each of the benefits of the Placement  Agents and
the Purchaser under this Agreement and shall be entitled to enforce  obligations
of the Offerors  under this  Agreement as fully as if the Purchaser were a party
to this Agreement.  The Offerors and the Placement Agents have entered into this
Agreement to set forth their  understanding  as to their  relationship and their
respective rights, duties and obligations.

         1.4.   Legends.  Upon original issuance thereof, and until such time as
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the  same  is no  longer  required  under  the  applicable  requirements  of the
Securities Act, the Capital  Securities and Debentures  certificates  shall each
contain a legend as required pursuant to any of the Operative Documents.

Section  2.     Purchase of Capital Securities.
                ------------------------------

         2.1.   Exclusive Rights; Purchase Price. From the date hereof until the
                --------------------------------
Closing Date (which date may be extended by mutual agreement of the Offerors and
the Placement  Agents),  the Offerors  hereby grant to the Placement  Agents the
exclusive  right  to  arrange  for the  sale of the  Capital  Securities  to the
Purchaser at a purchase price of $1,000.00 per Capital Security.

         2.2.   Subscription Agreement.  The Offerors  hereby  agree to evidence
                ----------------------
their  acceptance  of  the   subscription  by   countersigning  a  copy  of  the
Subscription Agreement and returning the same to the Placement Agents.

         2.3.   Closing and Delivery of Payment.
                -------------------------------

                2.3.1.  Closing; Closing Date.  The  sale  and  purchase  of the
                        ---------------------
Capital  Securities  by the  Offerors  to the  Purchaser  shall  take place at a
closing (the "Closing") at the offices of Lewis, Rice &Fingershh, L.C., at 10:00
a.m. (St.  Louis time) on April 28, 2006,  or such other  business day as may be
agreed upon by the  Offerors  and the  Placement  Agents (the  "Closing  Date").
Payment  by the  Purchaser  shall be  payable  in the  manner  set  forth in the
Subscription Agreement and shall be made prior to or on the Closing Date.

                2.3.2.  Delivery.  The  certificate  for  the Capital Securities
                        --------
shall be in definitive  form,  registered in the name of the  Purchaser,  or the
Purchaser's  designee,  and in the  aggregate  amount of the Capital  Securities
purchased by the Purchaser.

                2.3.3.  Transfer  Agent. The   Offerors   shall   deposit    the
                        ---------------
certificate  representing the Capital Securities with the Institutional  Trustee
or other appropriate party prior to the Closing Date.
<PAGE>

         2.4.   Costs and Expenses.  Whether or not this Agreement is terminated
                ------------------
or the  sale of the  Capital  Securities  is  consummated,  the  Company  hereby
covenants  and  agrees  that it shall  pay or cause to be paid  (directly  or by
reimbursement)  all reasonable costs and expenses incident to the performance of
the  obligations  of the  Offerors  under this  Agreement,  including  all fees,
expenses and  disbursements  of counsel and  accountants  for the Offerors;  all
reasonable  expenses  incurred  by the  Offerors  incident  to the  preparation,
execution and delivery of the Trust Agreement, the Indenture, and the Guarantee;
and all other reasonable  costs and expenses  incident to the performance of the
obligations of the Company hereunder and under the Trust Agreement.

         2.5.   Failure  to  Close.  If  any  of the  conditions to the  Closing
                ------------------
specified in this Agreement shall not have been fulfilled to the satisfaction of
the  Placement  Agents or if the  Closing  shall not have  occurred on or before
10:00  a.m.  (St.  Louis  time) on April  28,  2006,  then  each  party  hereto,
notwithstanding anything to the contrary in this Agreement, shall be relieved of
all further  obligations under this Agreement without thereby waiving any rights
it may have by reason of such nonfulfillment or failure; provided, however, that
                                                         --------  -------
the  obligations  of the parties  under  Sections 2.4, 7.5 and 9 shall not be so
relieved and shall continue in full force and effect.

Section  3.     Closing Conditions.  The  obligations  of  the Purchaser and the
                ------------------
Placement Agents on the Closing Date shall be subject to the accuracy, at and as
of the Closing  Date,  of the  representations  and  warranties  of the Offerors
contained in this Agreement,  to the accuracy, at and as of the Closing Date, of
the  statements  of the  Offerors  made  in any  certificates  pursuant  to this
Agreement,  to the performance by the Offerors of their  respective  obligations
under this  Agreement,  to  compliance,  at and as of the Closing  Date,  by the
Offerors with their respective agreements herein contained, and to the following
further conditions:

         3.1.   Opinions of Counsel.  On the Closing Date,  the Placement Agents
                -------------------
shall have  received  the  following  favorable  opinions,  each dated as of the
Closing Date: (a) from Stinson Morrison Hecker LLP, counsel for the Offerors and
addressed to the Purchaser,  the Placement Agents and WTC in  substantially  the
form set forth on Exhibit B-1 attached  hereto and  incorporated  herein by this
                  -----------
reference, (b) from Richards, Layton & Finger, P.A., special Delaware counsel to
the  Offerors and  addressed  to the  Purchaser,  the  Placement  Agents and the
Offerors, in substantially the form set forth on Exhibit B-2 attached hereto and
                                                 -----------
incorporated herein by this reference and (c) from Lewis, Rice & Fingersh, L.C.,
special tax counsel to the Offerors,  and addressed to the Placement  Agents and
the Offerors,  addressing the items set forth on Exhibit B-3 attached hereto and
                                                 -----------
incorporated  herein by this reference,  subject to the receipt by Lewis, Rice &
Fingersh, L.C. of a representation letter from the Company in the form set forth
in Exhibit B-3 completed in a manner  reasonably  satisfactory to Lewis,  Rice &
   -----------
Fingersh,  L.C. (collectively,  the "Offerors' Counsel Opinions").  In rendering
the Offerors' Counsel  Opinions,  counsel to the Offerors may rely as to factual
matters upon  certificates or other documents  furnished by officers,  directors
and  trustees  of the  Offerors  (copies  of  which  shall be  delivered  to the
Placement Agents and the Purchaser) and by government  officials,  and upon such
other  documents as counsel to the Offerors  may, in their  reasonable  opinion,
deem appropriate as a basis for the Offerors' Counsel  Opinions.  Counsel to the
Offerors  may specify the  jurisdictions  in which they are admitted to practice
and that they are not admitted to practice in any other jurisdiction and are not
experts in the law of any other  jurisdiction.  If the Offerors'  counsel is not
admitted to practice in the State of New York, the opinion of Offerors'  counsel
may assume, for purposes of the opinion,  that the laws of the State of New York
are substantively  identical,  in all respects  material to the opinion,  to the
internal  laws of the state in which such counsel is admitted to practice.  Such
Offerors'  Counsel  Opinions  shall not state  that they are to be  governed  or
qualified  by, or that they are  otherwise  subject  to, any  treatise,  written
policy  or  other  document  relating  to  legal  opinions,  including,  without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).
<PAGE>

         3.2.   Officer's Certificate.  At  the  Closing Date, the Purchaser and
                ---------------------
the Placement Agents shall have received certificates from an authorized officer
of  the  Company,   dated  as  of  the  Closing  Date,   stating  that  (i)  the
representations and warranties of the Offerors set forth in Section 5 hereof are
true and correct as of the Closing Date and that the Offerors have complied with
all  agreements  and satisfied  all  conditions on their part to be performed or
satisfied at or prior to the Closing Date, (ii) since the date of this Agreement
the  Offerors  have  not  incurred  any  liability  or  obligation,   direct  or
contingent,  or  entered  into  any  material  transactions,  other  than in the
ordinary  course of  business,  which is  material  to the  Offerors,  and (iii)
covering such other matters as the Placement Agents may reasonably request.

         3.3.   Administrator's Certificate.  At the Closing Date, the Purchaser
                ---------------------------
and the  Placement  Agents  shall  have  received a  certificate  of one or more
Administrators  of the Trust,  dated as of the Closing  Date,  stating  that the
representations  and warranties of the Trust set forth in Section 5 are true and
correct  as of the  Closing  Date and  that  the  Trust  has  complied  with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the Closing Date.

         3.4.   Purchase Permitted by Applicable  Laws;  Legal  Investment.  The
                ----------------------------------------------------------
purchase  of and  payment  for  the  Capital  Securities  as  described  in this
Agreement and pursuant to the Subscription Agreement shall (a) not be prohibited
by any applicable law or governmental regulation,  (b) not subject the Purchaser
or the  Placement  Agents to any penalty or, in the  reasonable  judgment of the
Purchaser and the Placement Agents,  other onerous  conditions under or pursuant
to any applicable law or  governmental  regulation,  and (c) be permitted by the
laws and  regulations  of the  jurisdictions  to  which  the  Purchaser  and the
Placement Agents are subject.

         3.5.   Consents and  Permits.  The  Company  and the Trust  shall  have
                ---------------------
received  all  consents,  permits  and other  authorizations,  and made all such
filings and declarations,  as may be required from any person or entity pursuant
to any law, statute,  regulation or rule (federal, state, local and foreign), or
pursuant to any agreement,  order or decree to which the Company or the Trust is
a party or to which  either is  subject,  in  connection  with the  transactions
contemplated by this Agreement.

         3.6.   Information. Prior to or on the Closing Date, the Offerors shall
                -----------
have furnished to the Placement Agents such further  information,  certificates,
opinions and documents  addressed to the  Purchaser  and the  Placement  Agents,
which  the  Placement  Agents  may  reasonably   request,   including,   without
limitation,  a complete set of the Operative Documents or any other documents or
certificates  required  by this  Section  3;  and all  proceedings  taken by the
Offerors  in  connection  with  the  issuance,  offer  and  sale of the  Capital
Securities as herein  contemplated shall be reasonably  satisfactory in form and
substance to the Placement Agents.

         If any  condition  specified  in this  Section  3 shall  not have  been
fulfilled when and as required in this  Agreement,  or if any of the opinions or
certificates  mentioned  above  or  elsewhere  in this  Agreement  shall  not be
reasonably  satisfactory  in form and  substance to the Placement  Agents,  this
Agreement may be terminated by the Placement Agents by notice to the Offerors at
any time at or prior to the Closing Date.  Notice of such  termination  shall be
given to the  Offerors in writing or by  telephone  or  facsimile  confirmed  in
writing.

Section  4.     Conditions to the Offerors' Obligations. The obligations of the
                ---------------------------------------
Offerors to sell the Capital  Securities  to the Purchaser  and  consummate  the
transactions contemplated by this Agreement shall be subject to the accuracy, at
and  as of the  Closing  Date,  of the  representations  and  warranties  of the
Placement  Agents  contained  in this  Agreement  and to the  following  further
conditions:

         4.1.   Executed Agreement.  The Offerors  shall have  received from the
                ------------------
Placement Agents an executed copy of this Agreement.
<PAGE>

         4.2.   Fulfillment of Other Obligations.  The  Placement  Agents  shall
                --------------------------------
have  fulfilled  all of  their  other  obligations  and  duties  required  to be
fulfilled under this Agreement prior to or at the Closing.

Section  5.     Representations and Warranties of the Offerors.  Except  as  set
                ----------------------------------------------
forth on the Disclosure  Schedule (as defined in Section 11.1) attached  hereto,
if any,  the  Offerors  jointly  and  severally  represent  and  warrant  to the
Placement  Agents and the  Purchaser as of the date hereof and as of the Closing
Date as follows:

         5.1.   Securities Law Matters.
                ----------------------

                (a)  Neither  the  Company  nor  the  Trust, nor  any  of  their
"Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act
("Regulation D")), nor any person acting on any of their behalf has, directly or
indirectly, made offers or sales of any security, or solicited offers to buy any
security,  under  circumstances  that would require the  registration  under the
Securities Act of any of the Capital Securities, the Guarantee or the Debentures
(collectively,  the "Securities") or any other securities to be issued, or which
may be issued, by the Purchaser.

                (b)  Neither   the  Company  nor  the  Trust, nor  any  of their
Affiliates,  nor any person acting on its or their behalf has (i) other than the
Placement  Agents,  offered  for  sale  or  solicited  offers  to  purchase  the
Securities,  or (ii) engaged in any form of offering,  general  solicitation  or
general  advertising (within the meaning of Regulation D) in connection with any
offer or sale of any of the Securities.

                (c)  The Securities satisfy the eligibility requirements of Rule
144A(d)(3) under the Securities Act.

                (d)  Neither  the  Company  nor  the  Trust  is or, after giving
effect to the offering and sale of the Capital  Securities and the  consummation
of the transactions described in this Agreement, will be an "investment company"
or an entity  "controlled"  by an "investment  company," in each case within the
meaning of Section 3(a) of the  Investment  Company Act of 1940, as amended (the
"Investment  Company  Act"),  without  regard to Section 3(c) of the  Investment
Company Act.

                (e)  Neither the Company nor the Trust has paid or agreed to pay
to any person or entity (other than the Placement  Agents) any  compensation for
soliciting another to purchase any of the Securities.

         5.2.   Organization, Standing and Qualification of the Trust. The Trust
                -----------------------------------------------------
has been duly  created and is validly  existing in good  standing as a statutory
trust under the Delaware  Statutory Trust Act (the  "Statutory  Trust Act") with
the power and authority to own property and to conduct the business it transacts
and proposes to transact and to enter into and perform its obligations under the
Operative  Documents.  The Trust is duly  qualified  to  transact  business as a
foreign  entity  and is in good  standing  in each  jurisdiction  in which  such
qualification is necessary, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the Trust. The Trust is not
a party  to or  otherwise  bound  by any  agreement  other  than  the  Operative
Documents.  The Trust is and will,  under current law, be classified for federal
income tax purposes as a grantor  trust and not as an  association  taxable as a
corporation.

         5.3.   Trust Agreement. The Trust Agreement has been duly authorized by
                ---------------
the Company and, on the Closing Date, will have been duly executed and delivered
by  the  Company  and  the  Administrators  of  the  Trust,  and,  assuming  due
authorization,   execution  and  delivery  by  the  Delaware   Trustee  and  the
Institutional Trustee, will be a valid and binding obligation of the Company and
such  Administrators,  enforceable  against them in  accordance  with its terms,
subject to (a)  applicable  bankruptcy,  insolvency,  moratorium,  receivership,
reorganization,  liquidation and other laws relating to or affecting  creditors'

<PAGE>

rights generally,  and (b) general  principles of equity  (regardless of whether
considered  and applied in a proceeding  in equity or at law)  ("Bankruptcy  and
Equity").  Each of the  Administrators of the Trust is an employee or a director
of the Company or of a financial  institution  subsidiary of the Company and has
been duly authorized by the Company to execute and deliver the Trust Agreement.

         5.4.   Guarantee Agreement and the Indenture. Each of the Guarantee and
                -------------------------------------
the Indenture  has been duly  authorized by the Company and, on the Closing Date
will have been duly  executed and  delivered by the Company,  and,  assuming due
authorization,  execution and delivery by the Guarantee Trustee,  in the case of
the Guarantee, and by the Indenture Trustee, in the case of the Indenture,  will
be a valid and  binding  obligation  of the  Company  enforceable  against it in
accordance with its terms, subject to Bankruptcy and Equity.

         5.5.   Capital Securities and Common Securities. The Capital Securities
                ----------------------------------------
and the Common  Securities have been duly authorized by the Trust Agreement and,
when issued and delivered  against  payment  therefor on the Closing Date to the
Purchaser,  in the case of the Capital  Securities,  and to the Company,  in the
case of the Common  Securities,  will be validly issued and represent  undivided
beneficial  interests in the assets of the Trust. None of the Capital Securities
or the Common  Securities is subject to preemptive or other similar  rights.  On
the Closing Date, all of the issued and  outstanding  Common  Securities will be
directly owned by the Company free and clear of any pledge,  security  interest,
claim, lien or other encumbrance.

         5.6.   Debentures.  The Debentures  have  been duly  authorized  by the
                ----------
Company and, at the Closing Date,  will have been duly executed and delivered to
the Indenture Trustee for authentication in accordance with the Indenture,  and,
when  authenticated  in the manner  provided for in the  Indenture and delivered
against  payment  therefor  by the  Trust,  will  constitute  valid and  binding
obligations of the Company entitled to the benefits of the Indenture enforceable
against the Company in accordance  with their terms,  subject to Bankruptcy  and
Equity.

         5.7.   Power and  Authority.  This Agreement has been duly  authorized,
                --------------------
executed and  delivered by the Company and the Trust and  constitutes  the valid
and binding  obligation  of the Company and the Trust,  enforceable  against the
Company and the Trust in accordance  with its terms,  subject to Bankruptcy  and
Equity.

         5.8.   No Defaults.  The  Trust  is  not  in  violation  of  the  Trust
                -----------
Agreement  or, to the  knowledge  of the  Administrators,  any  provision of the
Statutory  Trust Act. The execution,  delivery and performance by the Company or
the Trust of this  Agreement or the Operative  Documents to which it is a party,
and the consummation of the transactions  contemplated herein or therein and the
use of the proceeds therefrom, will not conflict with or constitute a breach of,
or a default under, or result in the creation or imposition of any lien,  charge
or other  encumbrance  upon any property or assets of the Trust,  the Company or
any of the Company's  Subsidiaries  (as defined in Section 5.11 hereof) pursuant
to any contract,  indenture,  mortgage,  loan  agreement,  note,  lease or other
instrument to which the Trust, the Company or any of its Subsidiaries is a party
or by which it or any of them may be bound,  or to which any of the  property or
assets of any of them is subject, except for a conflict,  breach, default, lien,
charge or encumbrance which could not, singly or in the aggregate, reasonably be
expected to have a Material  Adverse  Effect nor will such action  result in any
violation  of the Trust  Agreement  or the  Statutory  Trust Act or require  the
consent, approval, authorization or order of any court or governmental agency or
body. As used herein,  the term "Material  Adverse Effect" means any one or more
effects that  individually  or in the  aggregate are material and adverse to the
Offerors' ability to consummate the transactions  contemplated  herein or in the
Operative  Documents  or any one or more  effects  that  individually  or in the
aggregate  are material and adverse to the condition  (financial or  otherwise),
earnings,  affairs, business,  prospects or results of operations of the Company
and its  Subsidiaries  taken as whole,  whether or not occurring in the ordinary
course of business.
<PAGE>

         5.9.   Organization,  Standing and Qualification  of the  Company.  The
                ----------------------------------------------------------
Company has been duly  incorporated  and is validly existing as a corporation in
good standing under the laws of Missouri, with all requisite corporate power and
authority  to own its  properties  and conduct the  business  it  transacts  and
proposes to transact,  and is duly qualified to transact business and is in good
standing as a foreign  corporation in each jurisdiction  where the nature of its
activities requires such qualification,  except where the failure of the Company
to be so  qualified  would  not,  singly or in the  aggregate,  have a  Material
Adverse Effect.

         5.10.  Subsidiaries of the Company.  Each of the Company's  significant
                ---------------------------
subsidiaries  (as defined in Section 1-02(w) of Regulation S-X to the Securities
Act (the "Significant Subsidiaries")) is listed in Exhibit C attached hereto and
                                                   ---------
incorporated herein by this reference. Each Significant Subsidiary has been duly
organized  and is validly  existing and in good  standing  under the laws of the
jurisdiction in which it is chartered or organized, with all requisite power and
authority  to own its  properties  and conduct the  business  it  transacts  and
proposes to transact,  and is duly qualified to transact business and is in good
standing  as a foreign  entity  in each  jurisdiction  where  the  nature of its
activities  requires  such  qualification,  except where the failure of any such
Significant Subsidiary to be so qualified would not, singly or in the aggregate,
have a Material  Adverse  Effect.  All of the issued and  outstanding  shares of
capital stock of the Significant  Subsidiaries (a) have been duly authorized and
are validly  issued,  (b) are fully paid and  nonassessable,  and (c) are wholly
owned,  directly or  indirectly,  by the Company  free and clear of any security
interest,  mortgage,  pledge,  lien,  encumbrance,  restriction  upon  voting or
transfer, preemptive rights, claim, equity or other defect.

         5.11.  Permits. The Company and each of its subsidiaries (as defined in
                -------
Section  1-02(x) of Regulation S-X to the Securities  Act) (the  "Subsidiaries")
have all  requisite  power  and  authority,  and all  necessary  authorizations,
approvals, orders, licenses,  certificates and permits of and from regulatory or
governmental  officials,  bodies and tribunals, to own or lease their respective
properties and to conduct their  respective  businesses as now being  conducted,
except  such  authorizations,  approvals,  orders,  licenses,  certificates  and
permits  which,  if not obtained  and  maintained,  would not,  singly or in the
aggregate,  have a Material  Adverse Effect,  and neither the Company nor any of
its  Subsidiaries  has  received  any  notice  of  proceedings  relating  to the
revocation  or  modification  of any  such  authorizations,  approvals,  orders,
licenses,  certificates  or permits which,  singly or in the  aggregate,  if the
failure to be so licensed or approved is the subject of an unfavorable decision,
ruling or finding,  would,  singly or in the aggregate,  have a Material Adverse
Effect;  and the  Company  and  its  Subsidiaries  are in  compliance  with  all
applicable laws,  rules,  regulations and orders and consents,  the violation of
which would, singly or in the aggregate, have a Material Adverse Effect.

         5.12.  Conflicts,  Authorizations and Approvals.  Neither  the  Company
                ----------------------------------------
nor any of its  Subsidiaries  is in  violation  of its  respective  articles  or
certificate  of  incorporation,  charter or  by-laws  or similar  organizational
documents or in default in the  performance  or  observance  of any  obligation,
agreement, covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument to which either the
Company or any of its Subsidiaries is a party, or by which it or any of them may
be bound or to which any of the  property or assets of the Company or any of its
Subsidiaries is subject, the effect of which violation or default in performance
or observance would have, singly or in the aggregate, a Material Adverse Effect.

         5.13.  Holding Company  Registration and Deposit Insurance. The Company
                ---------------------------------------------------
is duly  registered (i) as a bank holding  company or financial  holding company
under the Bank Holding  Company Act of 1956, as amended,  and the regulations of
the Board of Governors of the Federal Reserve System (the "Federal  Reserve") or

<PAGE>

(ii) as a savings and loan  holding  company  under the Home Owners' Loan Act of
1933, as amended,  and the regulations of the Office of Thrift  Supervision (the
"OTS"),  and  the  deposit  accounts  of  the  Company's  Subsidiary  depository
institutions are insured by the Federal Deposit Insurance  Corporation  ("FDIC")
to the fullest  extent  permitted  by law and the rules and  regulations  of the
FDIC,  and no proceedings  for the  termination of such insurance are pending or
threatened.

         5.14.  Financial Statements.
                --------------------

                (a)  The consolidated balance sheets of the  Company  and all of
its  Subsidiaries  as of  December  31, 2004 and  December  31, 2003 and related
consolidated income statements and statements of changes in shareholders' equity
for the three years ended  December 31, 2004  together  with the notes  thereto,
copies of each of which have been  provided to the Placement  Agents  (together,
the  "Financial  Statements"),  have been prepared in accordance  with generally
accepted  accounting  principles applied on a consistent basis (except as may be
disclosed  therein) and fairly  present in all material  respects the  financial
position and the results of operations  and changes in  shareholders'  equity of
the  Company  and all of its  Subsidiaries  as of the dates and for the  periods
indicated. The books and records of the Company and all of its Subsidiaries have
been,  and are being,  maintained in all material  respects in  accordance  with
generally  accepted  accounting  principles and any other  applicable  legal and
accounting requirements and reflect only actual transactions.

                (b)  The  information  in the Company's  most recently filed (i)
FR Y-9C filed with the Federal Reserve if the Company is a bank holding company,
(ii) FR Y-9SP  filed with the  Federal  Reserve  if the  Company is a small bank
holding  company or (iii) H-(b)11 filed with the OTS if the Company is a savings
and loan holding company (the "Regulatory  Report"),  previously provided to the
Placement Agents fairly presents in all material respects the financial position
of the Company and, where  applicable,  all of its Subsidiaries as of the end of
the period represented by such Regulatory Report.

                (c)  Since the  respective  dates of  the  Financial  Statements
and the  Regulatory  Report,  there  has  been no  material  adverse  change  or
development  with respect to the financial  condition or earnings of the Company
and all of its Subsidiaries, taken as a whole.

                (d)  The accountants of the Company who certified the  Financial
Statements  are   independent   public   accountants  of  the  Company  and  its
Subsidiaries  within  the  meaning  of the  Securities  Act  and the  rules  and
regulations thereunder.

         5.15.  Exchange Act Reporting.  The  reports  filed with the Securities
                ----------------------
and Exchange  Commission (the  "Commission") by the Company under the Securities
Exchange Act of 1934, as amended (the "1934 Act") and the regulations thereunder
at the time they  were  filed  with the  Commission  complied  as to form in all
material respects with the requirements of the 1934 Act and such reports did not
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  in which they were made, not misleading,  except to
the extent  superseded  by a  subsequent  report  filed by the Company  with the
Commission.

         5.16.  Regulatory  Enforcement Matters.  Neither the Company nor any of
                -------------------------------
its Subsidiaries is subject or is party to, or has received any notice or advice
that any of them may become subject or party to, any investigation  with respect
to, any  cease-and-desist  order,  agreement,  consent agreement,  memorandum of
understanding or other regulatory  enforcement action,  proceeding or order with
or by, or is a party to any commitment  letter or similar  undertaking to, or is
subject to any  directive  by, or has been since January 1, 2003, a recipient of
any  supervisory  letter from, or since  January 1, 2003,  has adopted any board
resolutions  at the request of, any  Regulatory  Agency (as defined  below) that
currently  restricts  in any material  respect the conduct of their  business or

<PAGE>

that in any material  manner  relates to their  capital  adequacy,  their credit
policies,  their ability or authority to pay dividends or make  distributions to
their  shareholders  or make  payments  of  principal  or interest on their debt
obligations,   their   management  or  their   business   (each,  a  "Regulatory
Agreement"),  nor has the Company or any of its Subsidiaries  been advised since
January 1, 2003,  by any  Regulatory  Agency that it is  considering  issuing or
requesting  any  such  Regulatory  Agreement.  There is no  material  unresolved
violation,  criticism or exception by any Regulatory  Agency with respect to any
report or statement  relating to any  examinations  of the Company or any of its
Subsidiaries.  As used herein, the term "Regulatory Agency" means any federal or
state  agency   charged  with  the   supervision  or  regulation  of  depository
institutions,  bank, financial or savings and loan holding companies, or engaged
in  the   insurance  of   depository   institution   deposits,   or  any  court,
administrative  agency or commission or other governmental agency,  authority or
instrumentality  having supervisory or regulatory  authority with respect to the
Company  or  any  of  its  Subsidiaries.  Neither  the  Company  nor  any of the
Subsidiaries is currently  unable to pay dividends or make  distributions to its
shareholders with respect to any class of its equity  securities,  or prohibited
from paying principal or interest on its debt obligations,  due to a restriction
or limitation, whether by statute, contract or otherwise, and, in the reasonable
judgment  of the  Company's  management,  neither  the  Company  nor  any of the
Subsidiaries  will be unable in the foreseeable  future to pay dividends or make
distributions with respect to any class of equity  securities,  or be prohibited
from paying principal or interest on its debt obligations,  due to a restriction
or limitation, whether by statute, contract or otherwise.

         5.17.  No Material Change.  Since December 31, 2005,  there has been no
                ------------------
material adverse change or development with respect to the condition  (financial
or otherwise),  earnings, affairs, business,  prospects or results of operations
of the  Company or its  Subsidiaries  on a  consolidated  basis,  whether or not
arising in the ordinary course of business.

         5.18.  No Undisclosed  Liabilities.  Neither the Company nor any of its
                ---------------------------
Subsidiaries  has any  material  liability,  whether  known or unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including  any  liability  for  taxes  (and  there is no past or  present  fact,
situation,  circumstance,  condition  or other  basis for any  present or future
action, suit, proceeding,  hearing, charge,  complaint,  claim or demand against
the Company or its Subsidiaries  giving rise to any such liability),  except (i)
for  liabilities  set  forth  in  the  Financial   Statements  and  (ii)  normal
fluctuation  in the amount of the  liabilities  referred  to in clause (i) above
occurring  in the  ordinary  course of  business  of the  Company and all of its
Subsidiaries  since the date of the most recent  balance  sheet  included in the
Financial Statements.

         5.19.  Litigation. No charge, investigation, action, suit or proceeding
                ----------
is pending or, to the knowledge of the Offerors, threatened against or affecting
the Company or its Subsidiaries or any of their respective  properties before or
by any  courts  or any  regulatory,  administrative  or  governmental  official,
commission, board, agency or other authority or body, or any arbitrator, wherein
an  unfavorable  decision,  ruling  or  finding  could  have,  singly  or in the
aggregate, a Material Adverse Effect.

         5.20.  Deferral of Interest Payments on Debentures.  The Company has no
                -------------------------------------------
present  intention to exercise  its option to defer  payments of interest on the
Debentures  as  provided  in  the  Indenture.  The  Company  believes  that  the
likelihood that it would exercise its right to defer payments of interest on the
Debentures as provided in the Indenture at any time during which the  Debentures
are outstanding is remote because of the  restrictions  that would be imposed on
the  Company's  ability to declare or pay dividends or  distributions  on, or to
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
the Company's capital stock and on the Company's ability to make any payments of
principal,  interest or premium on, or repay,  repurchase or redeem,  any of its
debt securities that rank pari passu in all respects with, or junior in interest
to, the Debentures.
<PAGE>

Section  6.     Representations  and  Warranties  of  the Placement Agents. Each
                ----------------------------------------------------------
Placement Agent represents and warrants to the Offerors as to itself (but not as
to the other Placement Agent) as follows:

         6.1.   Organization, Standing and Qualification.
                ----------------------------------------

                (a)  FTN  Financial  Capital  Markets  is  a  division  of First
Tennessee  Bank  National  Association,  a  national  banking  association  duly
organized,  validly  existing and in good standing  under the laws of the United
States,  with full power and authority to own,  lease and operate its properties
and conduct its business as currently  being  conducted.  FTN Financial  Capital
Markets is duly qualified to transact  business as a foreign  corporation and is
in good standing in each other  jurisdiction in which it owns or leases property
or conducts its business so as to require  such  qualification  and in which the
failure to so qualify would,  individually or in the aggregate,  have a material
adverse effect on the condition  (financial or otherwise),  earnings,  business,
prospects or results of operations of FTN Financial Capital Markets.

                (b)  Keefe,   Bruyette &  Woods,  Inc.  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York, with full power and authority to own, lease and operate its properties
and conduct its business as currently being conducted.  Keefe, Bruyette & Woods,
Inc. is duly qualified to transact  business as a foreign  corporation and is in
good standing in each other  jurisdiction in which it owns or leases property or
conducts  its  business  so as to require  such  qualification  and in which the
failure to so qualify would,  individually or in the aggregate,  have a material
adverse effect on the condition  (financial or otherwise),  earnings,  business,
prospects or results of operations of Keefe, Bruyette & Woods, Inc.

         6.2.   Power and Authority. The Placement Agent has all requisite power
                -------------------
and authority to enter into this Agreement, and this Agreement has been duly and
validly   authorized,   executed  and  delivered  by  the  Placement  Agent  and
constitutes  the legal,  valid and binding  agreement  of the  Placement  Agent,
enforceable against the Placement Agent in accordance with its terms, subject to
Bankruptcy  and  Equity  and  except  as  any  indemnification  or  contribution
provisions thereof may be limited under applicable securities laws.

         6.3.   General Solicitation.  In the case of the  offer and sale of the
                --------------------
Capital Securities,  no form of general  solicitation or general advertising was
used by the Placement Agent or its  representatives  including,  but not limited
to, advertisements,  articles,  notices or other communications published in any
newspaper,  magazine or similar medium or broadcast over  television or radio or
any  seminar  or  meeting  whose  attendees  have been  invited  by any  general
solicitation or general advertising.

         6.4.   Purchaser. The Placement Agent has made  such reasonable inquiry
                ---------
as is  necessary  to  determine  that the  Purchaser  is  acquiring  the Capital
Securities for its own account,  except as  contemplated  in Section 7.8 hereto,
and that the Purchaser does not intend to distribute  the Capital  Securities in
contravention of the Securities Act or any other applicable securities laws.

         6.5.   Qualified Purchasers.  The  Placement  Agent  has not offered or
                --------------------
sold and will not arrange for the offer or sale of the Capital Securities except
(i) to those the Placement Agent reasonably believes are "accredited  investors"
(as defined in Rule 501 of Regulation  D), or (ii) in any other manner that does
not require  registration of the Capital Securities under the Securities Act. In
connection  with  each such  sale,  the  Placement  Agent has taken or will take
reasonable  steps to ensure  that the  Purchaser  is aware that (a) such sale is
being made in reliance on an exemption  under the  Securities Act and (b) future
transfers of the Capital  Securities  will not be made except in compliance with
applicable securities laws.

         6.6.   Offering   Circulars.   Neither  the  Placement  Agent  nor  its
                --------------------
representatives  will include any non-public  information about the Company, the
Trust or any of their  Affiliates  in any  registration  statement,  prospectus,
offering  circular or private  placement  memorandum used in connection with any
purchase of Capital  Securities  without the prior written  consent of the Trust
and the Company.
<PAGE>

Section  7.     Covenants of the Offerors.  The Offerors covenant and agree with
                -------------------------
the Placement Agents and the Purchaser as follows:

         7.1.   Compliance  with  Representations  and  Warranties.  During  the
                --------------------------------------------------
period from the date of this  Agreement to the Closing Date,  the Offerors shall
use their best  efforts and take all action  necessary or  appropriate  to cause
their representations and warranties contained in Section 5 hereof to be true as
of the Closing Date,  after giving effect to the  transactions  contemplated  by
this Agreement, as if made on and as of the Closing Date.

         7.2.   Sale and Registration  of  Securities.  The  Offerors  and their
                -------------------------------------
Affiliates  shall not nor shall any of them  permit any  person  acting on their
behalf (other than the Placement  Agents),  to directly or indirectly  (i) sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in the  Securities  Act) that would or could be  integrated
with the sale of the  Capital  Securities  in a manner  that would  require  the
registration  under the  Securities Act of the Securities or (ii) make offers or
sales of any such Security,  or solicit  offers to buy any such Security,  under
circumstances  that would  require the  registration  of any of such  Securities
under the Securities Act.

         7.3.   Use of Proceeds.  The Trust shall use the proceeds from the sale
                ---------------
of the Capital  Securities and the Common  Securities to purchase the Debentures
from the Company.

         7.4.   Investment Company. The Offerors shall not engage, or permit any
                ------------------
Subsidiary to engage,  in any activity which would cause it or any Subsidiary to
be an "investment company" under the provisions of the Investment Company Act.

         7.5.   Reimbursement of Expenses. If the sale of the Capital Securities
                -------------------------
provided for herein is not  consummated  (i) because any  condition set forth in
Section 3 hereof is not satisfied, or (ii) because of any refusal,  inability or
failure on the part of the Company or the Trust to perform any agreement  herein
or comply  with any  provision  hereof  other  than by reason of a breach by the
Placement  Agents,  the Company shall reimburse the Placement Agents upon demand
for all of their pro rata share of out-of-pocket  expenses (including reasonable
fees and  disbursements  of counsel) in an amount not to exceed  $50,000.00 that
shall have been  incurred by them in connection  with the proposed  purchase and
sale of the Capital Securities. Notwithstanding the foregoing, the Company shall
have no obligation to reimburse  the  Placement  Agents for their  out-of-pocket
expenses  if the sale of the  Capital  Securities  fails to  occur  because  the
Placement  Agents  fail to  fulfill a  condition  set forth in  Section 4 or the
Purchaser fails to purchase the Capital Securities.

         7.6.   Solicitation and Advertising. In  connection  with  any offer or
                ----------------------------
sale of any of the Securities,  the Offerors shall not, nor shall either of them
permit any of their Affiliates or any person acting on their behalf,  other than
the Placement Agents,  to engage in any form of general  solicitation or general
advertising (as defined in Regulation D).

         7.7.   Compliance with  Rule 144A(d)(4) under  the Securities  Act.  So
                -----------------------------------------------------------
long as any of the Securities are outstanding  and are  "restricted  securities"
within the meaning of Rule  144(a)(3)  under the  Securities  Act,  the Offerors
will,  during any period in which they are not subject to and in compliance with
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), or the Offerors are not exempt from such reporting requirements
pursuant  to and in  compliance  with Rule  12g3-2(b)  under the  Exchange  Act,
provide to each holder of such  restricted  securities  and to each  prospective
purchaser (as designated by such holder) of such restricted securities, upon the
request of such holder or prospective  purchaser in connection with any proposed
transfer,  any information  required to be provided by Rule 144A(d)(4) under the

<PAGE>

Securities  Act, if applicable.  This covenant is intended to be for the benefit
of the holders, and the prospective  purchasers designated by such holders, from
time to time of such  restricted  securities.  The  information  provided by the
Offerors pursuant to this Section 7.7 will not, at the date thereof, contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.

         7.8.   Transfer Notice.  The  Offerors  acknowledge that  the Purchaser
                ---------------
may transfer the Capital  Securities,  in whole or in part, at any time and from
time to time  following the Closing Date by delivering the notice (the "Transfer
Notice") attached as Exhibit B to the Master Custodian Agreement,  dated May 27,
                     ---------
2004, as amended,  and attached as Exhibit A to the Subscription  Agreement.  In
                                   ---------
order to  facilitate  such  transfer,  the Company  shall  execute in blank five
additional Capital  Securities  certificates,  to be delivered at Closing,  such
certificates  to be completed  with the name of the  transferee(s)  to which the
Capital Securities, in whole or in part, will be transferred upon the receipt of
a Transfer Notice and authenticated by the Institutional  Trustee at the time of
each such transfer.

         7.9.   Quarterly Reports.  Within  50 days  of the end of each calendar
                -----------------
year quarter and within 100 days of the end of each  calendar  year during which
the Debentures are issued and outstanding and Purchaser holds any of the Capital
Securities,  the Offerors shall submit to Purchaser a completed quarterly report
in the form  attached  hereto as  Exhibit D as well as a copy of the  applicable
                                  ---------
Regulatory  Report for the  Company.  If the  Purchaser  transfers  the  Capital
Securities  as  contemplated  under  Section  7.8, in addition to the  reporting
obligations  of the Offerors to Purchaser  provided for in this Section 7.9, the
Offerors  shall submit to the trustee  designated  in the  Transfer  Notice such
periodic  reports  as may be  required  by such  trustee in the form and at such
times as such trustee may require.  The Offerors acknowledge and agree that such
designated trustee and its successors and assigns are third party  beneficiaries
of this Section 7.9.

Section  8.     Covenants of the Placement Agents. The Placement Agents covenant
                ---------------------------------
and agree  with the  Offerors  that,  during  the  period  from the date of this
Agreement to the Closing Date, the Placement Agents shall use their best efforts
and take all action necessary or appropriate to cause their  representations and
warranties  contained  in  Section 6 to be true as of the  Closing  Date,  after
giving effect to the transactions  contemplated by this Agreement, as if made on
and as of the Closing Date. The Placement  Agents further covenant and agree not
to engage in hedging  transactions with respect to the Capital Securities unless
such transactions are conducted in compliance with the Securities Act.

Section  9.     Indemnification.
                ---------------

         9.1.   Indemnification  Obligation.  The  Offerors  shall  jointly  and
                ---------------------------
severally indemnify and hold harmless the Placement Agents and the Purchaser and
each of their  respective  agents,  employees,  officers and  directors and each
person that controls either of the Placement  Agents or the Purchaser within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act,
and agents, employees,  officers and directors or any such controlling person of
either of the Placement Agents or the Purchaser (each such person or entity,  an
"Indemnified  Party")  from and  against any and all  losses,  claims,  damages,
judgments,  liabilities or expenses, joint or several, to which such Indemnified
Party may become  subject  under the  Securities  Act, the Exchange Act or other
federal or state  statutory  law or  regulation,  or at common law or  otherwise
(including in settlement of any litigation,  if such settlement is effected with
the written consent of the Offerors),  insofar as such losses, claims,  damages,
judgments, liabilities or expenses (or actions in respect thereof) arise out of,
or are based upon, or relate to, in whole or in part,  (a) any untrue  statement
or alleged  untrue  statement of a material  fact  contained in any  information
(whether  written or oral) or documents  executed in favor of, furnished or made
available to the Placement  Agents or the Purchaser by the Offerors,  or (b) any
omission or alleged  omission to state in any  information  (whether  written or
oral) or  documents  executed in favor of,  furnished  or made  available to the
Placement Agents or the Purchaser by the Offerors a material fact required to be

<PAGE>

stated therein or necessary to make the statements  therein not misleading,  and
shall reimburse each Indemnified  Party for any legal and other expenses as such
expenses are reasonably  incurred by such  Indemnified  Party in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, judgments,  liability,  expense or action described in this Section 9.1.
In addition to their other obligations under this Section 9, the Offerors hereby
agree that,  as an interim  measure  during the  pendency of any claim,  action,
investigation,  inquiry or other  proceeding  arising out of, or based upon,  or
related to the matters described above in this Section 9.1, they shall reimburse
each  Indemnified  Party on a quarterly basis for all reasonable  legal or other
expenses incurred in connection with  investigating or defending any such claim,
action, investigation, inquiry or other proceeding,  notwithstanding the absence
of a  judicial  determination  as to the  propriety  and  enforceability  of the
possibility  that such  payments  might later be held to have been improper by a
court  of  competent   jurisdiction.   To  the  extent  that  any  such  interim
reimbursement  payment is so held to have been improper,  each Indemnified Party
shall  promptly  return such amounts to the  Offerors  together  with  interest,
determined on the basis of the prime rate (or other commercial  lending rate for
borrowers of the highest credit  standing)  announced from time to time by First
Tennessee  Bank  National  Association  (the  "Prime  Rate").  Any such  interim
reimbursement payments which are not made to an Indemnified Party within 30 days
of a request for  reimbursement  shall bear  interest at the Prime Rate from the
date of such request.

         9.2.   Conduct of Indemnification Proceedings.  Promptly  after receipt
                --------------------------------------
by an Indemnified  Party under this Section 9 of notice of the  commencement  of
any action, such Indemnified Party shall, if a claim in respect thereof is to be
made against the  Offerors  under this Section 9, notify the Offerors in writing
of the  commencement  thereof;  but,  subject to Section 9.4, the omission to so
notify the  Offerors  shall not  relieve  them from any  liability  pursuant  to
Section 9.1 which the Offerors may have to any  Indemnified  Party unless and to
the extent that the  Offerors  did not  otherwise  learn of such action and such
failure by the  Indemnified  Party results in the  forfeiture by the Offerors of
substantial rights and defenses.  In case any such action is brought against any
Indemnified  Party and such Indemnified Party seeks or intends to seek indemnity
from the Offerors, the Offerors shall be entitled to participate in, and, to the
extent that they may wish, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Party; provided,  however, if the defendants in
                                        --------   -------
any such action  include  both the  Indemnified  Party and the  Offerors and the
Indemnified  Party shall have reasonably  concluded that there may be a conflict
between the  positions of the Offerors and the  Indemnified  Party in conducting
the defense of any such action or that there may be legal defenses  available to
it and/or other  Indemnified  Parties which are different  from or additional to
those available to the Offerors,  the Indemnified  Party shall have the right to
select  separate  counsel  to  assume  such  legal  defenses  and  to  otherwise
participate in the defense of such action on behalf of such  Indemnified  Party.
Upon  receipt of notice  from the  Offerors to such  Indemnified  Party of their
election to so assume the defense of such action and approval by the Indemnified
Party of counsel,  the Offerors  shall not be liable to such  Indemnified  Party
under this Section 9 for any legal or other  expenses  subsequently  incurred by
such  Indemnified  Party in connection  with the defense  thereof unless (i) the
Indemnified  Party  shall have  employed  such  counsel in  connection  with the
assumption  of legal  defenses in  accordance  with the proviso in the preceding
sentence (it being  understood,  however,  that the Offerors shall not be liable
for the expenses of more than one separate counsel  representing the Indemnified
Parties who are parties to such  action),  or (ii) the  Offerors  shall not have
employed counsel  reasonably  satisfactory to the Indemnified Party to represent
the  Indemnified  Party within a reasonable time after notice of commencement of
the  action,  in each of which  cases the fees and  expenses  of counsel of such
Indemnified Party shall be at the expense of the Offerors.

         9.3.   Contribution.  If  the  indemnification  provided  for  in  this
                ------------
Section 9 is required by its terms, but is for any reason held to be unavailable
to or otherwise insufficient to hold harmless an Indemnified Party under Section
9.1 in respect of any losses, claims, damages,  liabilities or expenses referred

<PAGE>

to herein or therein,  then the Offerors shall  contribute to the amount paid or
payable by such Indemnified  Party as a result of any losses,  claims,  damages,
judgments,  liabilities or expenses referred to herein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Offerors, on the
one hand, and the  Indemnified  Party,  on the other hand,  from the offering of
such Capital Securities,  or (ii) if the allocation provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the relative fault of the Offerors,  on the one hand, and the Placement  Agents,
on  the  other  hand,  in  connection   with  the  statements  or  omissions  or
inaccuracies  in the  representations  and  warranties  herein or other breaches
which  resulted in such  losses,  claims,  damages,  judgments,  liabilities  or
expenses, as well as any other relevant equitable considerations. The respective
relative benefits  received by the Offerors,  on the one hand, and the Placement
Agents, on the other hand, shall be deemed to be in the same proportion,  in the
case of the  Offerors,  as the total price paid to the  Offerors for the Capital
Securities sold by the Offerors to the Purchaser (net of the  compensation  paid
to the Placement Agents hereunder,  but before deducting  expenses),  and in the
case of the Placement Agents, as the compensation received by them, bears to the
total of such amounts paid to the Offerors and received by the Placement  Agents
as  compensation.  The relative  fault of the Offerors and the Placement  Agents
shall be  determined  by reference  to, among other  things,  whether the untrue
statement  or alleged  untrue  statement  of a material  fact or the omission or
alleged omission of a material fact or the inaccurate or the alleged  inaccurate
representation  and/or warranty relates to information  supplied by the Offerors
or the Placement Agents and the parties' relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The provisions  set forth in Section 9.2 with respect to notice of  commencement
of any action shall apply if a claim for contribution is made under this Section
9.3; provided, however, that no additional notice shall be required with respect
     --------  -------
to any action for which notice has been given under  Section 9.2 for purposes of
indemnification.  The Offerors and the Placement  Agents agree that it would not
be just  and  equitable  if  contribution  pursuant  to this  Section  9.3  were
determined by pro rata allocation or by any other method of allocation that does
not take  account of the  equitable  considerations  referred to in this Section
9.3.  The  amount  paid or payable  by an  Indemnified  Party as a result of the
losses, claims, damages, judgments,  liabilities or expenses referred to in this
Section 9.3 shall be deemed to  include,  subject to the  limitations  set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection  with  investigating  or defending any such action or claim. In no
event shall the liability of the Placement Agents hereunder be greater in amount
than the dollar  amount of the  compensation  (net of  payment of all  expenses)
received by the Placement Agents upon the sale of the Capital  Securities giving
rise to such obligation. No person found guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution  from  any  person  who was not  found  guilty  of such  fraudulent
misrepresentation.

         9.4.   Additional Remedies.  The indemnity and contribution  agreements
                -------------------
contained in this Section 9 are in addition to any  liability  that the Offerors
may otherwise have to any Indemnified Party.

         9.5.   Additional Indemnification. The Company shall indemnify and hold
                --------------------------
harmless  the Trust  against  all loss,  liability,  claim,  damage and  expense
whatsoever, as due from the Trust under Sections 9.1 through 9.4 hereof.

Section  10.    Rights and Responsibilities of Placement Agents.
                -----------------------------------------------

         10.1.  Reliance.  In performing their duties under this Agreement,  the
                --------
Placement Agents shall be entitled to rely upon any notice, signature or writing
which  they  shall in good  faith  believe  to be  genuine  and to be  signed or
presented by a proper party or parties.  The Placement  Agents may rely upon any
opinions or certificates  or other documents  delivered by the Offerors or their
counsel or designees to either the Placement Agents or the Purchaser.
<PAGE>

         10.2.  Rights of Placement Agents. In  connection  with the performance
                --------------------------
of their duties under this Agreement,  the Placement  Agents shall not be liable
for any error of judgment or any action  taken or omitted to be taken unless the
Placement  Agents were  grossly  negligent or engaged in willful  misconduct  in
connection  with such  performance  or  non-performance.  No  provision  of this
Agreement  shall require the Placement  Agents to expend or risk their own funds
or  otherwise  incur any  financial  liability  on behalf  of the  Purchaser  in
connection with the performance of any of their duties hereunder.  The Placement
Agents  shall be under no  obligation  to  exercise  any of the rights or powers
vested in them by this Agreement.

Section  11.    Miscellaneous.
                -------------

         11.1.  Disclosure  Schedule.  The term  "Disclosure  Schedule," as used
                --------------------
herein,  means the schedule,  if any, attached to this Agreement that sets forth
items the disclosure of which is necessary or appropriate as an exception to one
or more representations or warranties  contained in Section 5 hereof;  provided,
                                                                       --------
that  any item  set  forth  in the  Disclosure  Schedule  as an  exception  to a
representation  or warranty  shall be deemed an admission  by the Offerors  that
such  item  represents  an  exception,  fact,  event  or  circumstance  that  is
reasonably  likely  to result  in a  Material  Adverse  Effect.  The  Disclosure
Schedule shall be arranged in paragraphs  corresponding  to the section  numbers
contained  in Section  5.  Nothing in the  Disclosure  Schedule  shall be deemed
adequate to disclose an exception to a  representation  or warranty  made herein
unless  the  Disclosure   Schedule  identifies  the  exception  with  reasonable
particularity  and describes the relevant  facts in reasonable  detail.  Without
limiting the generality of the immediately preceding sentence,  the mere listing
(or inclusion of a copy) of a document or other item in the Disclosure  Schedule
shall not be deemed  adequate to disclose an  exception to a  representation  or
warranty  made herein unless the  representation  or warranty has to do with the
existence  of the  document or other item  itself.  Information  provided by the
Company in response to any due diligence  questionnaire shall not be deemed part
of the Disclosure  Schedule and shall not be deemed to be an exception to one or
more  representations  or  warranties  contained in Section 5 hereof unless such
information is  specifically  included on the Disclosure  Schedule in accordance
with the provisions of this Section 11.1.

         11.2.  Legal Expenses. At Closing, the Placement Agents shall provide a
                --------------
credit for the  Offerors'  transaction-related  legal  expenses in the amount of
$10,000.00.

         11.3.  Non-Disclosure.  Except as required by applicable law, including
                --------------
without limitation securities laws and regulations promulgated  thereunder,  (i)
the Offerors  shall not, and will cause their advisors and  representatives  not
to, issue any press release or other public statement regarding the transactions
contemplated  by this  Agreement or the Operative  Documents  prior to or on the
Closing Date and (ii) following the Closing Date, the Offerors shall not include
in any press release,  other public statement or other  communication  regarding
the transactions  contemplated by this Agreement or the Operative Documents, any
reference to the Placement Agents,  WTC, the Purchaser,  the term "PreTS" or any
derivations thereof.  Notwithstanding anything to the contrary, the Offerors may
(1) consult any tax advisor  regarding U.S.  federal income tax treatment or tax
structure of the transaction contemplated under this Agreement and the Operative
Documents  and (2) disclose to any and all persons,  without  limitation  of any
kind, the U.S. Federal income tax structure (in each case, within the meaning of
Treasury  Regulation ss.  1.6011-4) of the transaction  contemplated  under this
Agreement and the Operative  Documents and all materials of any kind  (including
opinions or other tax  analyses)  that are  provided to you relating to such tax
treatment and tax structure. For this purpose, "tax structure" is limited to any
facts relevant to the U.S.  federal income tax treatment of the  transaction and
does not include information relating to identity of the parties.
<PAGE>

         11.4.  Notices.  Prior to the Closing,  and thereafter  with respect to
                -------
matters pertaining to this Agreement only, all notices and other  communications
provided for or permitted  hereunder shall be made in writing by  hand-delivery,
first-class mail, telex,  telecopier or overnight air courier  guaranteeing next
day delivery:

         if to the Placement Agents, to:

                                  FTN Financial Capital Markets
                                  845 Crossover Lane, Suite 150
                                  Memphis, Tennessee  38117
                                  Telecopier: 901-435-4706
                                  Telephone:  800-456-5460
                                  Attention:  James D. Wingett

                                          and

                                  Keefe, Bruyette & Woods, Inc.
                                  787 7th Avenue
                                  4th Floor
                                  New York, New York  10019
                                  Telecopier: 212-403-2000
                                  Telephone:  212-403-1004
                                  Attention:  Mitchell Kleinman, General Counsel

         with a copy to:

                                  Lewis, Rice & Fingersh, L.C.
                                  500 North Broadway, Suite 2000
                                  St. Louis, Missouri  63102
                                  Telecopier: 314-241-6056
                                  Telephone:  314-444-7600
                                  Attention:  Thomas C. Erb, Esq.

                                          and

                                  Sidley Austin LLP
                                  787 7th Avenue
                                  New York, New York  10019
                                  Telecopier: 212-839-5599
                                  Telephone:  212-839-5300
                                  Attention:  Renwick Martin, Esq.

         if to the Offerors, to:

                                  First Banks, Inc.
                                  600 James S. McDonnell Boulevard
                                  Mail Stop - M1-199-014
                                  Hazelwood, Missouri  63042
                                  Telecopier: 314-592-6621
                                  Telephone:  314-592-6603
                                  Attention:  Lisa K. Vansickle

         with a copy to:

                                  Stinson Morrison Hecker LLP
                                  1201 Walnut Street
                                  Kansas City, Missouri  64106
                                  Telecopier: 816-474-4208
                                  Telephone:  816-691-3351
                                  Attention:  C. Robert Monroe, Esq.
<PAGE>

         All such notices and  communications  shall be deemed to have been duly
given (i) at the time  delivered by hand,  if  personally  delivered,  (ii) five
business days after being  deposited in the mail,  postage  prepaid,  if mailed,
(iii) when  answered  back,  if telexed,  (iv) the next business day after being
telecopied,  or (v) the next business day after timely delivery to a courier, if
sent by overnight air courier guaranteeing next day delivery. From and after the
Closing,  the  foregoing  notice  provisions  shall be  superseded by any notice
provisions of the Operative Documents under which notice is given. The Placement
Agents, the Offerors,  and their respective counsel, may change their respective
notice  addresses  from time to time by written  notice to all of the  foregoing
persons.

         11.5.  Parties in Interest, Successors and Assigns. Except as expressly
                -------------------------------------------
set forth herein, this Agreement is made solely for the benefit of the Placement
Agents,  the Purchaser and the Offerors and any person controlling the Placement
Agents,  the  Purchaser  or the  Offerors and their  respective  successors  and
assigns;  and no other person shall acquire or have any right under or by virtue
of this  Agreement.  This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties.

         11.6.  Counterparts.  This  Agreement  may be  executed  by the parties
                ------------
hereto in separate counterparts,  each of which when so executed shall be deemed
to be an original and all of which taken together  shall  constitute one and the
same agreement.

         11.7.  Headings.  The headings in this Agreement are for convenience of
                --------
reference only and shall not limit or otherwise affect the meaning hereof.

         11.8.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
                -------------
IN ACCORDANCE  WITH THE INTERNAL LAWS (AND NOT THE LAWS  PERTAINING TO CONFLICTS
OF LAWS) OF THE STATE OF NEW YORK.

         11.9.  Entire  Agreement.  This Agreement,  together with the Operative
                -----------------
Documents and the other documents  delivered in connection with the transactions
contemplated by this Agreement, is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive  statement of the
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter  contained  herein  and  therein.  There are no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement,  together with the Operative  Documents and the other
documents  delivered in connection  with the  transaction  contemplated  by this
Agreement,  supersedes  all prior  agreements  and  understandings  between  the
parties with respect to such subject matter.

         11.10. Severability.  In  the  event  that  any  one  or  more  of the
                ------------
provisions contained herein, or the application thereof in any circumstances, is
held  invalid,  illegal or  unenforceable  in any respect  for any  reason,  the
validity,  legality  and  enforceability  of any such  provision  in every other
respect and of the remaining  provisions hereof shall not be in any way impaired
or  affected,  it being  intended  that  all of the  Placement  Agents'  and the
Purchaser's  rights and  privileges  shall be  enforceable to the fullest extent
permitted by law.

         11.11. Survival.  The Placement Agents and the Offerors,  respectively,
                --------
agree that the  representations,  warranties and agreements made by each of them
in this Agreement and in any certificate or other instrument  delivered pursuant
hereto shall remain in full force and effect and shall  survive the delivery of,
and payment for, the Capital Securities.

                     Signatures appear on the following page



<PAGE>


         If this Agreement is satisfactory to you, please so indicate by signing
the  acceptance of this  Agreement and deliver such  counterpart to the Offerors
whereupon this Agreement will become binding  between us in accordance  with its
terms.

                                    Very truly yours,

                                    FIRST BANKS, INC.


                                    By: /s/ Lisa K. Vansickle
                                       -----------------------------------------
                                    Name:   Lisa  K. Vansickle
                                         ---------------------------------------
                                    Title:  Senior Vice President
                                          --------------------------------------


                                    FIRST BANK STATUTORY TRUST V


                                    By: /s/ Lisa K. Vansickle
                                       -----------------------------------------
                                    Name:   Lisa K. Vansickle
                                         ---------------------------------------
                                    Title:  Administrator



CONFIRMED AND ACCEPTED,
as of the date first set forth above

FTN FINANCIAL CAPITAL MARKETS,
a division of First Tennessee Bank National Association,
as a Placement Agent


By: /s/ James D. Wingett
    -----------------------------------------------------
Name:   James D. Wingett
     ----------------------------------------------------
Title:  Senior Vice President
      ---------------------------------------------------


KEEFE, BRUYETTE & WOODS, INC.,
a New York corporation, as a Placement Agent


By: /s/ Peter J. Wirth
    -----------------------------------------------------
Name:   Peter J. Wirth
     ----------------------------------------------------
Title:  Managing Director
      ---------------------------------------------------


<PAGE>

                                    EXHIBIT A
                                    ---------

                         FORM OF SUBSCRIPTION AGREEMENT
                         ------------------------------

                          FIRST BANK STATUTORY TRUST V
                                FIRST BANKS, INC.

                             SUBSCRIPTION AGREEMENT

                                 April 28, 2006

         THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement") made among First Bank
Statutory  Trust V (the "Trust"),  a statutory  trust created under the Delaware
Statutory  Trust Act  (Chapter 38 of Title 12 of the Delaware  Code,  12 Del. C.
ss.ss.  3801,  et seq.),  First Banks,  Inc., a Missouri  corporation,  with its
principal  offices  located  at 600 James S.  McDonnell  Boulevard,  Mail Stop -
M1-199-014,  Hazelwood, Missouri 63042 (the "Company" and, collectively with the
Trust,  the  "Offerors"),  and First  Tennessee Bank National  Association  (the
"Purchaser").

                                    RECITALS:

         A.     The  Trust  desires  to  issue  20,000  of   its  Floating  Rate
Capital Securities (the "Capital Securities"),  liquidation amount $1,000.00 per
Capital Security, representing an undivided beneficial interest in the assets of
the Trust (the  "Offering"),  to be issued  pursuant to an Amended and  Restated
Declaration of Trust (the  "Declaration")  by and among the Company,  Wilmington
Trust Company ("WTC"),  the  administrators  named therein,  and the holders (as
defined therein),  which Capital  Securities are to be guaranteed by the Company
with respect to  distributions  and payments upon  liquidation,  redemption  and
otherwise pursuant to the terms of a Guarantee Agreement between the Company and
WTC, as trustee (the "Guarantee"); and

         B.     The proceeds from the  sale of the  Capital  Securities  will be
combined  with the  proceeds  from the sale by the Trust to the  Company  of its
common  securities,  and will be used by the  Trust to  purchase  an  equivalent
amount of Floating Rate Junior  Subordinated  Deferrable  Interest Debentures of
the  Company  (the  "Debentures")  to be issued by the  Company  pursuant  to an
indenture to be executed by the Company and WTC, as trustee  (the  "Indenture");
and

         C.     In consideration of the premises and the mutual  representations
and covenants hereinafter set forth, the parties hereto agree as follows:

                                   ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

         1.1.   Upon  the  execution  of  this  Agreement,  the Purchaser hereby
agrees to purchase from the Trust 20,000 Capital  Securities at a price equal to
$1,000.00 per Capital  Security (the  "Purchase  Price") and the Trust agrees to
sell such Capital  Securities  to the Purchaser  for said  Purchase  Price.  The
rights  and  preferences  of  the  Capital  Securities  are  set  forth  in  the
Declaration.  The Purchase  Price is payable in immediately  available  funds on
April 28, 2006 (the "Closing  Date").  The Offerors  shall provide the Purchaser
wire transfer instructions no later than 1 day following the date hereof.

         1.2.   As  a condition to  its  purchase  of  the  Capital  Securities,
Purchaser  shall  enter  into the  Joinder  Agreement  to the  Master  Custodian
Agreement,  the form of which is  attached  hereto as Exhibit A (the  "Custodian
Agreement")  and,  in  accordance  therewith,  the  certificate  for the Capital
Securities  shall be delivered by the Trust on the Closing Date to the custodian
in accordance  with the Custodian  Agreement.  Purchaser  shall not transfer the
Capital  Securities to any person or entity except in accordance  with the terms
of the Custodian Agreement.
<PAGE>

         1.3.   The Placement  Agreement,  dated April 27, 2006 (the  "Placement
Agreement"), among the Offerors and the placement agents identified therein (the
"Placement Agents") includes certain  representations and warranties,  covenants
and conditions to closing and certain other matters governing the Offering.  The
Placement  Agreement is hereby incorporated by reference into this Agreement and
the Purchaser shall be entitled to each of the benefits of the Placement  Agents
and the Purchaser under the Placement Agreement and shall be entitled to enforce
the  obligations of the Offerors  under such Placement  Agreement as fully as if
the Purchaser were a party to such Placement Agreement.

         1.4.   Anything  herein  or in the Placement Agreement notwithstanding,
the Offerors  acknowledge and agree that, so long as Purchaser holds some or all
of the Capital Securities, the Purchaser may in its discretion from time to time
transfer or sell,  or sell or grant  participation  interests in, some or all of
such  Capital  Securities  to  one or  more  parties,  provided  that  any  such
transaction complies, as applicable,  with the registration  requirements of the
Securities  Act of  1933,  as  amended  (the  "Securities  Act")  and any  other
applicable  securities  laws,  is  pursuant  to an  exemption  therefrom,  or is
otherwise not subject thereto.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         2.1.   The Purchaser  understands  and  acknowledges  that  none of the
Capital  Securities,  the Debentures or the Guarantee have been registered under
the Securities Act or any other applicable securities law, are being offered for
sale  by  the  Trust  in  transactions  not  requiring  registration  under  the
Securities Act, and may not be offered,  sold, pledged or otherwise  transferred
by the Purchaser except in compliance with the registration  requirements of the
Securities Act or any other applicable securities laws, pursuant to an exemption
therefrom or in a transaction not subject thereto.

         2.2.   The   Purchaser   represents   and  warrants  that,   except  as
contemplated  under Section 1.4 hereof, it is purchasing the Capital  Securities
for its own  account,  for  investment,  and not with a view to, or for offer or
sale in connection with, any distribution thereof in violation of the Securities
Act or other applicable  securities laws, subject to any requirement of law that
the  disposition  of its property be at all times within its control and subject
to its  ability to resell  such  Capital  Securities  pursuant  to an  effective
registration  statement under the Securities Act or under Rule 144A or any other
exemption  from  registration  available  under the  Securities Act or any other
applicable securities law.

         2.3.   The Purchaser represents  and warrants that neither the Offerors
nor the  Placement  Agents are acting as a fiduciary or financial or  investment
adviser for the Purchaser.

         2.4.   The  Purchaser  represents  and  warrants that it is not relying
(for purposes of making any investment  decision or otherwise)  upon any advice,
counsel or  representations  (whether written or oral) of the Offerors or of the
Placement Agents.

         2.5.   The Purchaser represents  and warrants that (a) it has consulted
with  its own  legal,  regulatory,  tax,  business,  investment,  financial  and
accounting  advisers  in  connection  herewith  to  the  extent  it  has  deemed
necessary,  (b) it has had a  reasonable  opportunity  to ask  questions  of and
receive  answers from officers and  representatives  of the Offerors  concerning
their respective  financial condition and results of operations and the purchase
of the Capital  Securities,  and any such  questions  have been  answered to its
satisfaction,  (c) it has had the  opportunity to review all publicly  available

<PAGE>

records and filings  concerning the Offerors and it has carefully  reviewed such
records and filings that it considers relevant to making an investment decision,
and (d) it has made its own  investment  decisions  based upon its own judgment,
due diligence  and advice from such advisers as it has deemed  necessary and not
upon any view expressed by the Offerors or the Placement Agents.

         2.6.   The Purchaser represents  and  warrants  that it is a "qualified
institutional buyer" as defined under Rule 144A under the Securities Act. If the
Purchaser is a dealer of the type described in paragraph (a)(1)(ii) of Rule 144A
under the Securities Act, it owns and invests on a discretionary  basis not less
than U.S.  $25,000,000.00  in securities of issuers that are not affiliated with
it. The Purchaser is not a participant-directed  employee plan, such as a 401(k)
plan,  or any  other  type of plan  referred  to in  paragraph  (a)(1)(i)(D)  or
(a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F)
of Rule 144A that holds the assets of such a plan, unless  investment  decisions
with respect to the plan are made solely by the fiduciary, trustee or sponsor of
such plan.

         2.7.   The Purchaser represents  and warrants that on each day from the
date on which it acquires the Capital  Securities through and including the date
on which it disposes of its interests in the Capital  Securities,  either (i) it
is not (a) an "employee  benefit plan" (as defined in Section 3(3) of the United
States Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"))
                                                                        -----
which is subject to the  provisions of Part 4 of Subtitle B of Title I of ERISA,
or any entity whose  underlying  assets  include the assets of any such plan (an
"ERISA  Plan"),  (b) any other "plan" (as defined in Section  4975(e)(1)  of the
 -----------
United States  Internal  Revenue Code of 1986, as amended (the "Code")) which is
                                                                ----
subject  to the  provisions  of  Section  4975 of the Code or any  entity  whose
underlying assets include the assets of any such plan (a "Plan"),  (c) an entity
                                                          ----
whose underlying  assets include the assets of any such ERISA Plan or other Plan
by reason of Department of Labor regulation section 2510.3-101 or otherwise,  or
(d) a governmental or church plan that is subject to any federal, state or local
law which is substantially  similar to the provisions of Section 406 of ERISA or
Section 4975 of the Code (a "Similar  Law");  or (ii) the purchase,  holding and
                             ------------
disposition of the Capital  Securities by it will satisfy the  requirements  for
exemptive relief under Prohibited  Transaction  Class Exemption  ("PTCE") 84-14,
                                                                   ----
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the
case of a plan  subject  to a  Similar  Law,  will not  result  in a  non-exempt
violation of such Similar Law.

         2.8.   The Purchaser represents  and warrants  that it is acquiring the
Capital  Securities as principal for its own account for investment  and, except
as  contemplated  under Section 1.4 hereof,  not for sale in connection with any
distribution  thereof.  It was not formed solely for the purpose of investing in
the Capital Securities, and additional capital or similar contributions were not
specifically  solicited  from any person owning a beneficial  interest in it for
the purpose of enabling it to purchase any Capital Securities.  The Purchaser is
not a (i) partnership,  (ii) common trust fund or (iii) special trust,  pension,
profit  sharing or other  retirement  trust fund or plan in which the  partners,
beneficiaries  or  participants,  as  applicable,  may designate the  particular
investments to be made or the allocation of any investment  among such partners,
beneficiaries  or  participants,  and except as  contemplated  under Section 1.4
hereof, it agrees that it shall not hold the Capital  Securities for the benefit
of any other  person  and shall be the sole  beneficial  owner  thereof  for all
purposes  and that it shall  not sell  participation  interests  in the  Capital
Securities  or enter  into any  other  arrangement  pursuant  to which any other
person shall be entitled to a  beneficial  interest in the  distribution  on the
Capital Securities.  The Capital Securities  purchased directly or indirectly by
the Purchaser  constitute  an investment of no more than 40% of its assets.  The
Purchaser  understands  and agrees  that any  purported  transfer of the Capital
Securities to a purchaser which would cause the  representations  and warranties
of Section 2.6 and this Section 2.8 to be  inaccurate  shall be null and void ab
initio and the Offerors  retain the right to resell any Capital  Securities sold
to non-permitted transferees.


<PAGE>

         2.9.   The Purchaser represents and warrants that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties  specified  herein,  and to consummate the transactions  contemplated
herein and it has full right and power to subscribe for Capital  Securities  and
perform its obligations pursuant to this Agreement.

         2.10.  The  Purchaser  represents  and warrants that no filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental  body, agency or court having  jurisdiction over the
Purchaser,  other than those that have been made or  obtained,  is  necessary or
required for the  performance  by the  Purchaser of its  obligations  under this
Agreement or to consummate the transactions contemplated herein.

         2.11.  The Purchaser  represents  and warrants that this  Agreement has
been duly authorized, executed and delivered by the Purchaser.

         2.12.  The Purchaser understands and acknowledges that the Company will
rely  upon  the   truth  and   accuracy   of  the   foregoing   acknowledgments,
representations,  warranties  and  agreements  and  agrees  that,  if any of the
acknowledgments,  representations,  warranties or agreements deemed to have been
made by it by its purchase of the Capital Securities are no longer accurate,  it
shall promptly notify the Company.

         2.13.  The  Purchaser  understands that no public market exists for any
of the Capital  Securities,  and that it is unlikely  that a public  market will
ever exist for the Capital Securities.

                                  ARTICLE III

                                 MISCELLANEOUS

         3.1.   Any  notice  or  other  communication  given  hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt  requested,  international  courier or delivered by hand against written
receipt therefor,  or by facsimile  transmission and confirmed by telephone,  to
the following addresses,  or such other address as may be furnished to the other
parties as herein provided:

                To the Offerors:       First Banks, Inc.
                                       600 James S. McDonnell Boulevard
                                       Mail Stop - M1-199-014
                                       Hazelwood, Missouri  63042
                                       Attention: Lisa K. Vansickle
                                       Fax:  314-592-6621

                To the Purchaser:      First Tennessee Bank National Association
                                       845 Crossover Lane, Suite 150
                                       Memphis, Tennessee 38117
                                       Attention: David Work
                                       Fax:  901-435-7983

                Unless  otherwise  expressly  provided herein,  notices shall be
deemed to have been  given on the date of  mailing,  except  notice of change of
address, which shall be deemed to have been given when received.

         3.2.   This Agreement shall  not be changed, modified or amended except
by a writing signed by the parties to be charged,  and this Agreement may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

         3.3.   Upon  the execution  and  delivery  of  this  Agreement  by  the
Purchaser,  this  Agreement  shall become a binding  obligation of the Purchaser
with respect to the purchase of Capital Securities as herein provided.
<PAGE>

         3.4.   NOTWITHSTANDING  THE  PLACE WHERE THIS AGREEMENT MAY BE EXECUTED
BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         3.5.   The parties  agree to  execute  and  deliver  all  such  further
documents,  agreements and instruments and take such other and further action as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Agreement.

         3.6.   This Agreement  may be executed in one or more counterparts each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

         3.7.   In the event  that any one or more of the  provisions  contained
herein,  or the  application  thereof  in any  circumstances,  is held  invalid,
illegal or unenforceable in any respect for any reason,  the validity,  legality
and  enforceability  of any such  provision  in every  other  respect and of the
remaining  provisions  hereof shall not be in any way  impaired or affected,  it
being  intended  that  all of the  Offerors'  and  the  Purchaser's  rights  and
privileges shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page



<PAGE>


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


FIRST TENNESSEE BANK NATIONAL ASSOCIATION


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

                                            FIRST BANKS, INC.


                                            By:
                                               ---------------------------------

                                            Name:
                                                 -------------------------------

                                            Title:
                                                  ------------------------------

                                            FIRST BANK STATUTORY TRUST V


                                            By:
                                               ---------------------------------

                                            Name:
                                                 -------------------------------

                                            Title:  Administrator




<PAGE>

                       EXHIBIT A TO SUBSCRIPTION AGREEMENT
                       -----------------------------------

                           MASTER CUSTODIAN AGREEMENT

         This Master Custodian  Agreement (this "Agreement") is made and entered
into as of May 27,  2004 by and among each  purchaser  (each a  "Purchaser"  and
collectively the  "Purchasers")  that enters into a Joinder  Agreement  attached
hereto as Exhibit A (the  "Joinder  Agreement"),  Wilmington  Trust  Company,  a
Delaware banking  corporation (the "Custodian") and each issuing entity (each an
"Issuer" and collectively  the "Issuers") that enters into a Joinder  Agreement.
The  Purchasers  and  the  Issuers  are  sometimes  referred  to  herein  as the
"Interested Parties".

                                    RECITALS

         A.     The Purchasers intend to  purchase  from  the  Issuers  or their
respective  statutory  business  trust  subsidiaries  Securities  issued by such
Issuers (the "Securities").

         B.     In order to facilitate any future transfer of all or any portion
of the Securities by the  Purchasers,  the Interested  Parties intend to provide
for the custody of the Securities and certain other  securities on the terms set
forth herein.

         C.     The Custodian is willing to hold and administer  such securities
and to distribute the securities  held by it in accordance with the agreement of
the  Interested  Parties and/or  arbitral or judicial  orders and decrees as set
forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
herein  contained  and  other  good and  valuable  consideration  (the  receipt,
adequacy  and  sufficiency  of which are hereby  acknowledged  by the parties by
their execution hereof), the parties agree as follows:

1.       Joinder  Agreement.  On or before  the  delivery  to the  Custodian  of
         ------------------
any Securities issued by an Issuer, such Issuer and the applicable  Purchaser or
Purchasers  shall enter into a Joinder  Agreement  substantially  in the form of
Exhibit A attached  hereto,  with such  additional  provisions as the Interested
Parties may wish to add from time to time. An executed copy of each such Joinder
Agreement  shall be  delivered  to the  Custodian on or before the date on which
such Issuer's  Securities are issued.  This Agreement and each Joinder Agreement
constitute the entire agreement among the Purchasers,  Issuers and the Custodian
pertaining to the subject matter hereof.

2.       Delivery of Securities.  On  or  before  each  date  on which an Issuer
         ---------------------
enters into a Joinder Agreement:

         (a)    The applicable Issuer shall  deliver to the  Custodian a signed,
         authenticated certificate  representing  a beneficial interest in  such
         Issuer's  Securities,  with  the  Purchaser designated as owner thereof
         (the "Original Securities"). The Custodian shall have no responsibility
         for the  genuineness,  validity, market value, title or sufficiency for
         any intended purpose of the Original Securities.

         (b)    The  applicable  Issuer  shall deliver  to  the  Custodian  five
         signed,   unauthenticated  and  undated  certificates  with  no  holder
         designated, each  of  which when completed  representing  a  beneficial
         interest in such Issuer's Securities  (the  "Replacement  Securities").
         The  Custodian  shall  have  no  responsibility  for  the  genuineness,
         validity,  market value, title  or sufficiency for any intended purpose
         of the Replacement Securities.
<PAGE>

3.       Timing of Release from Custody.  Upon  receipt  of   a  signed transfer
         ------------------------------
notice  in the  form  of  Exhibit  B to be  delivered  in  connection  with  the
Purchaser's  transfer of all or any portion of an  Issuer's  Securities,  on the
effective date set forth in such transfer notice, the Custodian shall:

         (a)    Deliver the Original Securities certificate corresponding to the
         Issuer identified in  the transfer notice to Wilmington  Trust Company,
         as Institutional Trustee under the Amended and Restated Declaration  of
         Trust,  dated  as of  the  date  of the applicable  Joinder  Agreement,
         among  the  Institutional Trustee, the  Issuer and  the  administrators
         named therein (the  "Declaration")  or as  Trustee under the Indenture,
         dated as of the  date of  the applicable Joinder Agreement, between the
         Issuer  and  the  Trustee  (the "Indenture"),  as  applicable,  for the
         purpose of canceling the applicable Original Securities  certificate in
         accordance  with   the   terms   of  the Issuer's  Amended and Restated
         Declaration of Trust or Indenture, as applicable; and

         (b)    Deliver  the Replacement Securities certificate(s) corresponding
         to  the  Issuer  identified  in  the  transfer  notice  in  the  amount
         designated  in  and in  accordance  with  the  transfer  notice for the
         purpose  of  completing  and  authenticating the applicable Replacement
         Securities  certificate(s) in accordance with the terms of the Issuer's
         Declaration or Indenture, as applicable.

         The initial  term of this  Agreement  shall  be one year (the  "Initial
         Term").  Unless  FTN  Financial  Capital  Markets or Keefe,  Bruyette &
         Woods,  Inc.  shall  otherwise  notify the  Custodian in writing,  upon
         expiration of the  Initial Term,  this  Agreement  shall  automatically
         renew   for  an  additional   one-year  term  and  shall   continue  to
         automatically  renew for succeeding  one-year terms  until  terminated.
         Upon  termination  of this Agreement,  the Custodian and the Interested
         Parties shall be released from  all obligations  hereunder,  except for
         the  indemnification  obligations set forth in paragraphs 5(b) and 5(c)
         hereof.

4.       Concerning the Custodian.
         ------------------------

         (a)    Each Interested Party acknowledges and agrees that the Custodian
         (i) shall not  be responsible for any of the agreements  referred to or
         described   herein   (including   without   limitation   any   Issuer's
         Declaration or Indenture relating to such Issuer's Securities),  or for
         determining  or  compelling  compliance   therewith,   and  shall  not
         otherwise  be bound  thereby,  (ii)  shall be  obligated  only  for the
         performance of such duties as are expressly and specifically  set forth
         in this  Agreement  on its part to be  performed,  each  of  which  are
         ministerial  (and shall not be construed to be  fiduciary)  in  nature,
         and no implied  duties or  obligations  of any kind shall  be read into
         this Agreement  against or on the part of the  Custodian,   (iii) shall
         not be  obligated to take any legal or  other  action  hereunder  which
         might in its  judgment  involve  or  cause it to incur any  expense  or
         liability   unless   it  shall  have  been  furnished  with  acceptable
         indemnification,  (iv)  may rely on and shall be protected in acting or
         refraining   from  acting  upon   any  written   notice,   instruction,
         instrument,   statement,   certificate,   request  or   other  document
         furnished to it hereunder and believed by it to be  genuine and to have
         been  signed or  presented  by the  proper  person,  and  shall have no
         responsibility  for   determining  the  accuracy  thereof,  and (v) may
         consult counsel  satisfactory to  it, including  in-house counsel,  and
         the opinion or advice of such  counsel in  any  instance  shall be full
         and complete  authorization  and  protection  in  respect of any action
         taken,  suffered  or  omitted  by it  hereunder  in good  faith and  in
         accordance with the opinion or advice of such counsel.

         (b)    The Custodian shall not be liable to anyone for any action taken
         or  omitted  to  be taken  by it  hereunder  except  in the case of the
         Custodian's  negligence or willful misconduct in breach of the terms of
         this  Agreement.  In  no  event  shall  the  Custodian  be  liable  for
         indirect, punitive, special or  consequential damage or loss (including
         but not  limited to lost profits) whatsoever, even if the Custodian has
         been  informed of the  likelihood of such loss or damage and regardless
         of the form of action.
<PAGE>

         (c)    The Custodian shall  have no  more  or  less  responsibility  or
         liability on account of any  action  or  omission  of  any   book-entry
         depository,  securities  intermediary or other subcustodian employed by
         the  Custodian   than   any  such  book-entry  depository,   securities
         intermediary or other subcustodian has to the Custodian,  except to the
         extent  that  such  action  or  omission  of any book-entry depository,
         securities  intermediary  or  other  subcustodian  was  caused  by  the
         Custodian's own negligence,  bad faith or willful misconduct in  breach
         of this Agreement.

         (d)    The recitals contained  herein  shall be taken as the statements
         of each of the  Issuers and the Purchaser, and the Custodian assumes no
         responsibility for the correctness of the same.  The Custodian makes no
         representations  as to the validity or sufficiency of this Agreement or
         the Securities.  The Custodian shall not be accountable for the use  or
         application by any of the Issuers or the Purchaser of any Securities or
         the proceeds of any Securities.

5.       Compensation, Expense Reimbursement and Indemnification.
         -------------------------------------------------------

         (a)    The Custodian shall  be compensated  pursuant to a separate  fee
         agreement.

         (b)    Each of the Interested Parties agrees, jointly and severally, to
         reimburse the Custodian on demand for all costs and  expenses  incurred
         in  connection  with   the  administration  of  this  Agreement or  the
         performance or observance  of its duties hereunder  which are in excess
         of its  customary compensation for normal services hereunder, including
         without limitation, payment of any legal fees and expenses incurred  by
         the  Custodian in  connection with resolution of any claim by any party
         hereunder.

         (c)    Each of  the  Interested  Parties covenants and agrees,  jointly
         and severally, to indemnify the Custodian (and its directors,  officers
         and     employees)  and  hold it  (and  such  directors,  officers  and
         employees) harmless from and against any loss, liability,  damage, cost
         and expense of any nature  incurred by the Custodian  arising out of or
         in connection with this Agreement or with  the  administration  of  its
         duties  hereunder,   including but not limited to  attorney's  fees and
         other costs and  expenses  of defending or preparing to defend  against
         any claim  of  liability  unless  and except to the extent  such  loss,
         liability, damage, cost and expense shall be  caused by the Custodian's
         negligence,  bad  faith, or willful  misconduct. The provisions in this
         paragraph 5 shall  survive  the  expiration of  this  Agreement and the
         resignation or removal of the Custodian.

6.       Voting  Rights. The Custodian shall be under no obligation to preserve,
         --------------
protect or exercise rights in the Original Securities,  and shall be responsible
only for reasonable measures to maintain the physical  safekeeping  thereof, and
otherwise  to perform and observe such duties on its part as are  expressly  set
forth in this  Agreement.  The Custodian shall not be responsible for forwarding
to any  Interested  Party,  notifying any  Interested  Party with respect to, or
taking any action with respect to, any notice, solicitation or other document or
information,  written or otherwise, received from an issuer or other person with
respect  to the  Original  Securities,  including  but  not  limited  to,  proxy
material,  tenders, options, the pendency of calls and maturities and expiration
of rights.

7.       Resignation.  The  Custodian  may  at  any  time  resign  as  Custodian
         -----------
hereunder by giving thirty (30) days' prior  written  notice of  resignation  to
each of the Interested  Parties.  Prior to the effective date of the resignation
as specified in such notice,  the Interested Parties will issue to the Custodian
a written instruction  authorizing redelivery of the Original Securities and the
Replacement  Securities to a bank or trust company that they select as successor
to the Custodian  hereunder.  If, however,  the Interested Parties shall fail to
name  such a  successor  custodian  within  twenty  days  after  the  notice  of
resignation  from the Custodian,  the Purchasers  shall be entitled to name such
successor  custodian.  If no  successor  custodian  is named  by the  Interested
Parties  or the  Purchasers,  the  Custodian  may apply to a court of  competent
jurisdiction for appointment of a successor custodian.
<PAGE>

8.       Dispute Resolution. It is understood and agreed that should any dispute
         ------------------
arise with  respect to the  delivery,  ownership,  right of  possession,  and/or
disposition of the Original Securities or the Replacement Securities,  or should
any claim be made upon the Custodian, the Original Securities or the Replacement
Securities  by a third  party,  the  Custodian  upon  receipt  of notice of such
dispute or claim is  authorized  and shall be  entitled  (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
said Original  Securities and  Replacement  Securities  until such dispute shall
have been settled either by the mutual written agreement of the parties involved
or by a final  order,  decree or  judgment  of a court in the  United  States of
America,  the time for perfection of an appeal of such order, decree or judgment
having  expired.  The Custodian  may, but shall be under no duty  whatsoever to,
institute  or  defend  any  legal  proceedings  which  relate  to  the  Original
Securities and Replacement Securities.

9.       Consent to Jurisdiction and Service.  Each  of  the  Interested Parties
         -----------------------------------
hereby  absolutely and irrevocably  consents and submits to the  jurisdiction of
the courts in the State of  Delaware  and of any Federal  court  located in said
State in connection  with any actions or proceedings  brought against any of the
Interested Parties (or each of them) by the Custodian arising out of or relating
to this Agreement. In any such action or proceeding, the Interested Parties each
hereby  absolutely and  irrevocably  (i) waives any objection to jurisdiction or
venue,  (ii) waives personal service of any summons,  complaint,  declaration or
other  process,  and  (iii)  agrees  that  the  service  thereof  may be made by
certified or registered first-class mail directed to such party, as the case may
be, at their respective addresses in accordance with paragraph 10 hereof.

10.      Force Majeure.  The  Custodian  shall  not be responsible for delays or
         -------------
failures in performance  resulting from acts beyond its control. Such acts shall
include but not be limited to acts of God,  strikes,  lockouts,  riots,  acts of
war,  epidemics,  governmental  regulations  superimposed  after the fact, fire,
communication line failures,  computer viruses,  power failures,  earthquakes or
other disasters.

11.      Notices.
         -------

         (a)    Any notice  permitted or required hereunder shall be in writing,
         and  shall  be  sent  by  personal delivery,  overnight  delivery  by a
         recognized  courier   or  delivery  service, mailed  by  registered  or
         certified  mail,  return  receipt requested,  postage  prepaid,  or  by
         confirmed facsimile  accompanied by mailing of the original on the same
         day by first class  mail, postage  prepaid, in each case the parties at
         their  address set forth below (or to  such other  address  as any such
         party may hereafter designate  by written notice to the other parties).

         If  to  an  Issuer,  to  the address appearing on such Issuer's Joinder
         Agreement

         If to  the  Purchaser, to  the  address  appearing  on such Purchaser's
         Joinder Agreement

         If to the Custodian:

         Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware  19890-1600
         Attention:  Chris Slaybaugh - Corporate Trust Administration
         Fax:  302-636-4140
<PAGE>

12.      Miscellaneous.
         -------------

         (a)    Binding  Effect. This  Agreement  shall   be  binding  upon  the
                ---------------
         respective  parties  hereto and  their heirs, executors, successors and
         assigns.

         (b)    Modifications.  This  Agreement  may  not be altered or modified
                -------------
         without the express written consent of the parties hereto. No course of
         conduct shall constitute a waiver of any of the terms and conditions of
         this  Agreement, unless such  waiver is  specified in writing, and then
         only  to   the  extent  so  specified. A waiver of any of the terms and
         conditions  of  this  Agreement  on one occasion shall not constitute a
         waiver  of the  other  terms of this Agreement, or  of  such  terms and
         conditions on any other occasion.

         (c)    Governing Law. This Agreement shall be governed by and construed
                -------------
         in accordance with the internal laws of the State of Delaware.

         (d)    Reproduction  of  Documents.  This  Agreement  and all documents
                ---------------------------
         relating  thereto, including, without limitation, (a) consents, waivers
         and  modifications   which   may  hereafter   be   executed,   and  (b)
         certificates and other information  previously  or hereafter furnished,
         may  be  reproduced  by   any  photographic,  photostatic,   microfilm,
         optical disk,  micro-card,  miniature  photographic  or  other  similar
         process.  The  parties  agree  that  any  such  reproduction  shall  be
         admissible  in  evidence  as  the  original  itself in  any judicial or
         administrative   proceeding,   whether  or  not  the   original  is  in
         existence and whether or not such  reproduction  was made by a party in
         the  regular course of business, and that any enlargement, facsimile or
         further reproduction of such reproduction shall likewise be  admissible
         in evidence.

         (e)    Counterparts.  This   Agreement  may   be  executed  in  several
                ------------
         counterparts,  each  of  which  shall be deemed an original, but all of
         which together shall constitute one and the same instrument.




                     signatures appear on the following page


<PAGE>



         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day first above written.


                                           WILMINGTON TRUST COMPANY


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




<PAGE>

                     EXHIBIT A TO MASTER CUSTODIAN AGREEMENT
                     ---------------------------------------

                            FORM OF JOINDER AGREEMENT
                            -------------------------

                                 April 28, 2006

         This Joinder  Agreement (this  "Agreement") is entered into as of April
28, 2006 by First  Tennessee Bank National  Association  (the  "Purchaser")  and
First Banks, Inc. (the "Issuer").

                                    RECITALS

         A.     Wilmington  Trust  Company  (the "Custodian")  is  party to that
certain  Master  Custodian  Agreement  dated as of May 27, 2004, as amended (the
"Custodian Agreement").

         B.     The   Custodian   Agreement   provides  that  certain  financial
institutions that have issued securities (or whose statutory trust  subsidiaries
have issued  securities) and the Purchaser of such securities will join into the
Custodian Agreement pursuant to the terms of a joinder agreement.

         C.     On  the  date  hereof,  Issuer  is  issuing  securities  to  the
Purchaser and the Issuer and the Purchaser  desire to enter into this  Agreement
to  facilitate  the  subsequent  transfer  of  the  Issuer's  securities  by the
Custodian.

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
herein  contained  and  other  good and  valuable  consideration  (the  receipt,
adequacy and  sufficiency of which are hereby  acknowledged by the Issuer by its
execution hereof), the Issuer agrees as follows:

         1.     Joinder. The  Issuer  and Purchaser hereby join in the Custodian
                -------
Agreement and agree to be subject to, and bound by, the terms and  provisions of
the  Custodian  Agreement  that  are  ascribed  to  "Issuers"  and  "Purchasers"
respectively  therein  to the same  extent as if the Issuer  and  Purchaser  had
signed the Custodian Agreement as an original party thereto.

         2.     Notice. Any notice permitted or required to be sent to an Issuer
                ------
under the Custodian Agreement shall be sent to the following address:

                        First Banks, Inc.
                        600 James S. McDonnell Boulevard
                        Mail Stop - M1-199-014
                        Hazelwood, Missouri  63042
                        Attention:  Lisa K. Vansickle

         Any notice  permitted  or required to be sent to a Purchaser  under the
Custodian Agreement shall be sent to the following address:

                        First Tennessee Bank National Association
                        845 Crossover Lane, Suite 150
                        Memphis, Tennessee  38117
                        Attention:  David Work

         3.     Termination.  This Agreement and  the Purchaser's  and  Issuer's
                -----------
respective rights and obligations under the Custodian  Agreement shall terminate
upon the  transfer  of all of  Issuer's  securities  pursuant  to the  Custodian
Agreement.
<PAGE>

         4.     Entire Agreement.  This Agreement and  the  Custodian  Agreement
                ----------------
constitute the entire  agreement  among the Purchaser,  Issuer and the Custodian
pertaining to the subject matter hereof.

         IN WITNESS  WHEREOF,  the  Issuer  and  Purchaser  have  executed  this
Agreement as of the day first above written.

                                  FIRST BANKS, INC.



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


                                  FIRST TENNESSEE BANK NATIONAL ASSOCIATION



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



<PAGE>


                     EXHIBIT B TO MASTER CUSTODIAN AGREEMENT
                     ---------------------------------------

                             FORM OF TRANSFER NOTICE

                                     [DATE]
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-1600
Attention:  Corporate Trust Administration

Dear Sir or Madam:

         The  undersigned  hereby  notifies you of the transfer of [________] of
the Capital  Securities  of First Bank  Statutory  Trust V, such  transfer to be
effective on [DATE OF TRANSFER]. In accordance with Section 7.9 of the Placement
Agreement  dated April 27, 2006 between the Offerors  and the  placement  agents
named therein (the "Placement  Agreement"),  periodic reports shall be delivered
to  [_______________] in accordance with such Section 7.9 during the term of the
Capital Securities, in the form attached thereto. Capitalized terms used in this
notice and not otherwise  defined shall have the meanings ascribed to such terms
in the Placement Agreement.

         The  undersigned  hereby  instructs  you as  Custodian  to deliver  the
Original  Securities  certificate to Wilmington Trust Company,  as Institutional
Trustee (the  "Trustee")  under the Amended and Restated Trust  Agreement  dated
April 28, 2006 among the  Trustee,  First  Banks,  Inc.  and the  administrative
trustees named therein (the "Trust  Agreement")  for  cancellation in accordance
with the terms of the Trust Agreement and to deliver the Replacement  Securities
certificate to the Trustee for  authentication  in accordance  with the terms of
the Trust Agreement.

         By copy of this notice, the Institutional  Trustee is hereby instructed
to make the Replacement  Securities certificate registered to [NAME, ADDRESS AND
IDENTITY OF TRANSFEREE] in the liquidation amount of [_________] and bearing the
identification  number "CUSIP NO.  [__________]" and to authenticate and deliver
the Replacement Securities certificate to [_____________].

                                 FIRST TENNESSEE BANK NATIONAL ASSOCIATION


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




cc:      First Banks, Inc.
         Wilmington Trust Company, as Trustee



<PAGE>
                                   EXHIBIT B-1
                                   -----------

                         FORM OF COMPANY COUNSEL OPINION
                         -------------------------------

                                 April 28, 2006

First Tennessee Bank National Association          FTN Financial Capital Markets
845 Crossover Lane, Suite 150                      845 Crossover Lane, Suite 150
Memphis, Tennessee  38117                          Memphis, Tennessee  38117

Wilmington Trust Company                           Keefe, Bruyette & Woods, Inc.
Rodney Square North                                787 7th Avenue, 4th Floor
1100 North Market Street                           New York, New York  10019
Wilmington, Delaware  19890-1600

Ladies and Gentlemen:

         We have  acted as counsel  to First  Banks,  Inc.  (the  "Company"),  a
Missouri  corporation in connection with a certain  Placement  Agreement,  dated
April 27, 2006, (the "Placement Agreement"),  between the Company and First Bank
Statutory Trust V (the "Trust"),  on one hand, and FTN Financial Capital Markets
and Keefe,  Bruyette & Woods, Inc. (the "Placement Agents"),  on the other hand.
Pursuant to the  Placement  Agreement,  and subject to the terms and  conditions
stated  therein,  the Trust will issue and sell to First Tennessee Bank National
Association  (the  "Purchaser"),  $20,000,000.00  aggregate  principal amount of
Floating  Rate Capital  Securities  (liquidation  amount  $1,000.00  per capital
security) (the "Capital Securities").

         Capitalized  terms used herein and not otherwise defined shall have the
same meanings ascribed to them in the Placement Agreement.

         The law covered by the opinions  expressed herein is limited to the law
of the United States of America and of the State of Missouri.

         We have  made such  investigations  of law as,  in our  judgment,  were
necessary  to render  the  following  opinions.  We have also  reviewed  (a) the
Company's Articles of Incorporation,  as amended,  and its By-Laws,  as amended;
and (b) such corporate documents,  records,  information and certificates of the
Company and the  Subsidiaries,  certificates  of public  officials or government
authorities and other documents as we have deemed  necessary or appropriate as a
basis for the opinions  hereinafter  expressed.  As to certain facts material to
our  opinions,   we  have  relied,   with  your  permission,   upon  statements,
certificates or representations, including those delivered or made in connection
with the above-referenced  transaction, of officers and other representatives of
the Company and the Subsidiaries and the Trust.

         As used herein, the phrases "to the best of our knowledge" or "known to
us" or other similar phrases mean the actual knowledge of the attorneys who have
had active involvement in the transactions  described above or who have prepared
or signed  this  opinion  letter,  or who  otherwise  have  devoted  substantial
attention to legal matters for the Company.

         Based upon and subject to the foregoing and the further  qualifications
set forth below, we are of the opinion as of the date hereof that:
<PAGE>

         1.     The Company  is  validly existing and in good standing under the
laws of the State of Missouri and is duly  registered as a bank holding  company
under the Bank Holding Company Act of 1956, as amended.  Each of the Significant
Subsidiaries  is validly  existing  and in good  standing  under the laws of its
jurisdiction  of   organization.   Each  of  the  Company  and  the  Significant
Subsidiaries  has  full  corporate  power  and  authority  to own or  lease  its
properties  and to conduct its business as such business is currently  conducted
in all material respects.  To the best of our knowledge,  all outstanding shares
of capital stock of the Significant  Subsidiaries  have been duly authorized and
validly issued,  and are fully paid and nonassessable  except to the extent such
shares  may be  deemed  assessable  under 12 U.S.C.  Section  1831o or 12 U.S.C.
Section 55, and are owned of record and beneficially, directly or indirectly, by
the Company.

         2.     The issuance, sale and delivery of the Debentures in  accordance
with the terms and  conditions  of the  Placement  Agreement  and the  Operative
Documents have been duly authorized by all necessary actions of the Company. The
issuance,  sale and delivery of the  Debentures by the Company and the issuance,
sale and delivery of the Capital  Securities  and the Common  Securities  by the
Trust do not give rise to any  preemptive or other rights to subscribe for or to
purchase any shares of capital stock or equity  securities of the Company or the
Significant  Subsidiaries pursuant to the corporate Articles of Incorporation or
Charter,  By-Laws or other governing documents of the Company or the Significant
Subsidiaries,  or,  to the  best  of  our  knowledge,  any  agreement  or  other
instrument  to which  either the  Company or the  Subsidiaries  is a party or by
which the Company or the Significant Subsidiaries may be bound.

         3.     The Company  has all requisite corporate power to enter into and
perform its  obligations  under the  Placement  Agreement  and the  Subscription
Agreement,  and the Placement Agreement and the Subscription Agreement have been
duly  and  validly  authorized,  executed  and  delivered  by  the  Company  and
constitute the legal, valid and binding  obligations of the Company  enforceable
in accordance with their terms, except as the enforcement thereof may be limited
by general  principles  of equity  and by  bankruptcy  or other  laws  affecting
creditors' rights generally,  and except as the indemnification and contribution
provisions thereof may be limited under applicable laws and certain remedies may
not be available in the case of a non-material breach.

         4.     Each  of  the  Indenture,  the Trust Agreement and the Guarantee
Agreement has been duly authorized,  executed and delivered by the Company,  and
is a  valid  and  legally  binding  obligation  of the  Company  enforceable  in
accordance  with its terms,  subject to the  effect of  bankruptcy,  insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors generally and of general principles of equity.

         5.     The Debentures have been duly authorized, executed and delivered
by the Company,  are entitled to the  benefits of the  Indenture  and are legal,
valid and binding  obligations of the Company enforceable against the Company in
accordance  with their terms,  subject to the effect of bankruptcy,  insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors generally and of general principles of equity.

         6.     To  the  best  of our knowledge, neither the Company, the Trust,
nor any of the Subsidiaries is in breach or violation of, or default under, with
or without  notice or lapse of time or both,  its Articles of  Incorporation  or
Charter, By-Laws or other governing documents (including without limitation, the
Trust  Agreement).  The  execution,  delivery and  performance  of the Placement
Agreement and the Operative  Documents and the  consummation of the transactions
contemplated by the Placement  Agreement and the Operative  Documents do not and
will not (i) result in the creation or imposition of any material  lien,  claim,
charge, encumbrance or restriction upon any property or assets of the Company or
the  Subsidiaries,  or (ii)  conflict  with,  constitute  a  material  breach or

<PAGE>

violation of, or constitute a material default under,  with or without notice or
lapse of time or both,  any of the terms,  provisions  or  conditions of (A) the
Articles of  Incorporation or Charter,  By-Laws or other governing  documents of
the  Company  or the  Subsidiaries,  or (B) to the  best of our  knowledge,  any
material contract, indenture, mortgage, deed of trust, loan or credit agreement,
note,  lease,  franchise,  license or any other agreement or instrument to which
the  Company  or the  Subsidiaries  is a party or by which any of them or any of
their  respective  properties may be bound or (C) any order,  decree,  judgment,
franchise,  license,  permit,  rule  or  regulation  of any  court,  arbitrator,
government,  or  governmental  agency or  instrumentality,  domestic or foreign,
known to us having  jurisdiction  over the Company or the Subsidiaries or any of
their respective  properties which, in the case of each of (i) or (ii) above, is
material to the Company and the Subsidiaries on a consolidated basis.

         7.     Except for  filings, registrations or qualifications that may be
required by applicable securities laws, no authorization,  approval,  consent or
order of, or filing,  registration or qualification with, any person (including,
without limitation, any court, governmental body or authority) is required under
the  laws  of  the  State  of  Missouri  in  connection  with  the  transactions
contemplated  by  the  Placement   Agreement  and  the  Operative  Documents  in
connection with the offer and sale of the Capital  Securities as contemplated by
the Placement Agreement and the Operative Documents.

         8.     To  the  best of our knowledge (i) no action, suit or proceeding
at law or in equity is pending or threatened to which the Company,  the Trust or
the Subsidiaries  are or may be a party, and (ii) no action,  suit or proceeding
is pending or  threatened  against or affecting  the  Company,  the Trust or the
Subsidiaries or any of their properties,  before or by any court or governmental
official,  commission,  board or other administrative agency, authority or body,
or any  arbitrator,  wherein an  unfavorable  decision,  ruling or finding could
reasonably be expected to have a material  adverse effect on the consummation of
the  transactions  contemplated  by the  Placement  Agreement  and the Operative
Documents  or the issuance and sale of the Capital  Securities  as  contemplated
therein or the condition (financial or otherwise),  earnings, affairs, business,
or results of operations  of the Company,  the Trust and the  Subsidiaries  on a
consolidated basis.

         9.     Assuming  the  truth  and  accuracy  of  the representations and
warranties of the Placement Agents in the Placement  Agreement and the Purchaser
in the  Subscription  Agreement,  it is not  necessary  in  connection  with the
offering,  sale and delivery of the Capital  Securities,  the Debentures and the
Guarantee Agreement (or the Guarantee) to register the same under the Securities
Act of 1933, as amended,  under the circumstances  contemplated in the Placement
Agreement and the Subscription Agreement.

         10.    Neither the Company nor  the Trust is or  after giving effect to
the  offering and sale of the Capital  Securities  and the  consummation  of the
transactions  described  in the  Placement  Agreement  will be,  an  "investment
company" or an entity  "controlled"  by an  "investment  company,"  in each case
within the meaning of the  Investment  Company Act of 1940, as amended,  without
regard to Section 3(c) of such Act.

         The opinion expressed in the first two sentences of numbered  paragraph
1 of this opinion is based solely upon certain  certificates  and  confirmations
issued by the applicable  governmental officer or authority with respect to each
of the Company and the Significant Subsidiaries.

         With respect to the foregoing opinions, since no member of this firm is
actively  engaged in the  practice of law in the States of Delaware or New York,
we do not  express  any  opinions  as to the  laws of such  states  and have (i)
relied, with your approval, upon the opinion of Richards,  Layton & Finger, P.A.
with respect to matters of Delaware law and (ii) assumed, with your approval and
without rendering any opinion to such effect,  that the laws of the State of New
York, in all respects material to this opinion,  are substantively  identical to
the laws of the State of Missouri, without regard to conflict of law provisions.

         The opinions  expressed  herein are rendered to you solely  pursuant to
Section 3.1(a) of the Placement  Agreement.  As such, they may be relied upon by
you only and may not be used or relied upon by any other  person for any purpose
whatsoever without our prior written consent.

                                        Very truly yours,


<PAGE>

                                   EXHIBIT B-2
                                   -----------

                        FORM OF DELAWARE COUNSEL OPINION
                        --------------------------------

To Each of the Persons
Listed on Schedule A Hereto

                Re:   First Bank Statutory Trust V
                      ----------------------------

Ladies and Gentlemen:

                We  have  acted  as  special  Delaware  counsel  for  First Bank
Statutory Trust V, a Delaware statutory trust (the "Trust"),  in connection with
the matters set forth herein.  At your request,  this opinion is being furnished
to you.

                For purposes of  giving  the opinions hereinafter set forth, our
examination  of documents  has been limited to the  examination  of originals or
copies of the following:

                (a)   The Certificate of Trust of the Trust (the "Certificate of
Trust"),  as filed  in the  office  of the  Secretary  of State of the  State of
Delaware (the "Secretary of State") on April 10, 2006;

                (b)   The Declaration of  Trust, dated as of April 10, 2006,
among First Banks,  Inc., a Missouri  corporation  (the  "Company"),  Wilmington
Trust  Company,  a Delaware  banking  corporation  ("WTC"),  as trustee  and the
administrators named therein (the "Administrators");

                (c)   The  Amended  and  Restated  Declaration  of Trust  of the
Trust,  dated as of April 28,  2006  (including  the form of Capital  Securities
Certificate  attached  thereto  as  Exhibit  A-1 and the  terms  of the  Capital
Securities attached as Annex I) (the "Declaration of Trust"), among the Company,
as sponsor,  WTC, as Delaware trustee (the "Delaware Trustee") and institutional
trustee (the "Institutional  Trustee"), the Administrators and the holders, from
time to time, of undivided beneficial interests in the assets of the Trust;

                (d)   The   Placement  Agreement,  dated   April 27, 2006   (the
"Placement Agreement"), among  the Company, the Trust, and FTN Financial Capital
Markets and Keefe, Bruyette & Woods, Inc., as placement agents;

                (e)   The  Subscription  Agreement,  dated  April 28, 2006  (the
"Subscription Agreement"), among the Trust, the Company and First Tennessee Bank
National  Association  (the documents identified  in items (c) through (e) being
collectively referred to as the "Operative Documents");

                (f)   The  Capital  Securities  being  issued on the date hereof
(the "Capital Securities");

                (g)   The  Common  Securities  being  issued on  the date hereof
(the "Common  Securities") (the documents  identified in items (f) and (g) being
collectively referred to as the "Trust Securities"); and

                (h)   A  Certificate  of  Good  Standing  for  the  Trust, dated
April 27, 2006, obtained from the Secretary of State.
<PAGE>

                Capitalized  terms  used  herein  and not  otherwise defined are
used as defined in the Declaration of Trust, except that reference herein to any
document shall mean such document as in effect on the date hereof.  This opinion
is being delivered pursuant to Section 3.1 of the Placement Agreement.

                For  purposes  of  this  opinion,  we   have  not  reviewed  any
documents  other than the documents  listed in paragraphs (a) through (h) above.
In  particular,  we have not  reviewed any  document  (other than the  documents
listed  in  paragraphs  (a)  through  (h)  above)  that  is  referred  to  in or
incorporated  by reference  into the  documents  reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent  with the opinions stated herein.  We have conducted no independent
factual  investigation  of our  own but  rather  have  relied  solely  upon  the
foregoing  documents,  the statements and  information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                With  respect  to  all documents examined by us, we have assumed
(i) the  authenticity of all documents  submitted to us as authentic  originals,
(ii) the  conformity  with the  originals  of all  documents  submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                For  purposes  of  this  opinion,  we  have assumed (i) that the
Declaration of Trust  constitutes the entire agreement among the parties thereto
with  respect to the  subject  matter  thereof,  including  with  respect to the
creation,  operation,  and termination of the Trust, and that the Declaration of
Trust and the  Certificate  of Trust are in full  force and  effect and have not
been  amended   further,   (ii)  that  there  are  no  proceedings   pending  or
contemplated,  for  the  merger,  consolidation,   liquidation,  dissolution  or
termination  of the Trust,  (iii)  except to the extent  provided in paragraph 1
below, the due creation, due formation or due organization,  as the case may be,
and valid existence in good standing of each party to the documents  examined by
us under the laws of the  jurisdiction  governing  its  creation,  formation  or
organization,  (iv) that each party to the documents examined by us is qualified
to do  business  in each  jurisdiction  where  such  qualification  is  required
generally  or  necessary in order for such party to enforce its rights under the
documents examined by us, (v) the legal capacity of each natural person who is a
party to the  documents  examined  by us, (vi) except to the extent set forth in
paragraph 2 below, that each of the parties to the documents  examined by us has
the power and authority to execute and deliver,  and to perform its  obligations
under, such documents, (vii) except to the extent provided in paragraph 3 below,
that each of the parties to the  documents  examined by us has duly  authorized,
executed and delivered such documents, (viii) the receipt by each Person to whom
a Capital Security is to be issued by the Trust (the "Capital Security Holders")
of a Capital  Security  Certificate for the Capital Security and the payment for
the Capital  Securities  acquired by it, in accordance  with the  Declaration of
Trust and the  Subscription  Agreement,  (ix) that the  Capital  Securities  are
issued and sold to the Holders of the Capital  Securities in accordance with the
Declaration  of Trust and the  Subscription  Agreement,  (x) the  receipt by the
Person (the "Common  Securityholder") to whom the common securities of the Trust
representing  common undivided  beneficial  interests in the assets of the Trust
(the "Common Securities" and, together with the Capital  Securities,  the "Trust
Securities") are to be issued by the Trust of a Common Security  Certificate for
the Common Securities and the payment for the Common Securities  acquired by it,
in accordance with the Declaration of Trust, (xi) that the Common Securities are
issued and sold to the Common  Securityholder in accordance with the Declaration
of Trust,  (xii) that each of the  parties to the  documents  reviewed by us has
agreed to and  received  the  stated  consideration  for the  incurrence  of its
obligations under such documents,  (xiii) that each of the documents reviewed by
us  (other  than the  Declaration  of  Trust)  is a legal,  valid,  binding  and
enforceable  obligation  of the  parties  thereto in  accordance  with the terms
thereof  and (xiv)  that the Trust  derives  no income  from or  connected  with
sources within the State of Delaware and has no assets,  activities  (other than
having a trustee and the filing of  documents  with the  Secretary  of State) or
employees in the State of Delaware.  We have not participated in the preparation
of any offering  materials  with respect to the Trust  Securities  and assume no
responsibility for its contents.
<PAGE>

                This  opinion  is  limited  to the laws of the State of Delaware
(excluding  the  securities  laws of the  State  of  Delaware),  and we have not
considered  and  express  no  opinion  on the  laws of any  other  jurisdiction,
including federal laws and rules and regulations  relating thereto. Our opinions
are  rendered  only with  respect to Delaware  laws and rules,  regulations  and
orders thereunder that are currently in effect.

                We  express  no  opinion  as  to  (i)  the  effect of suretyship
defenses,  or defenses in the nature thereof, with respect to the obligations of
any applicable guarantor,  joint obligor, surety,  accommodation party, or other
secondary  obligor or any provisions of the Declaration of Trust with respect to
indemnification  or  contribution  and (ii) the accuracy or  completeness of any
exhibits or schedules to the Operative Documents.  No opinion is given herein as
to the  choice  of law or  internal  substantive  rules of law that any court or
other  tribunal  may apply to the  transactions  contemplated  by the  Operative
Documents.

                We express no opinion as to the enforceability of any particular
provision of the Declaration of Trust or the other Operative  Documents relating
to remedies after default.

                We express no opinion as to the enforceability of any particular
provision of any of the Operative Documents relating to (i) waivers of rights to
object to jurisdiction  or venue,  or consents to  jurisdiction  or venue,  (ii)
waivers of rights to (or methods  of) service of process,  or rights to trial by
jury, or other rights or benefits bestowed by operation of law, (iii) waivers of
any applicable defenses, setoffs, recoupments, or counterclaims, (iv) waivers or
variations of provisions  which are not capable of waiver or variation under the
Uniform  Commercial  Code  ("UCC")  of the  State,  (v) the  grant of  powers of
attorney to any person or entity,  or (vi)  exculpation or exoneration  clauses,
indemnity  clauses,  and clauses  relating  to releases or waivers of  unmatured
claims or rights.

                We have made no examination  of, and no opinion is given  herein
as to the Trustee's or the Trust's title to or other ownership rights in, or the
existence of any liens,  charges or encumbrances  on, or adverse claims against,
any asset or property held by the Institutional Trustee or the Trust. We express
no opinion as to the creation, validity,  attachment,  perfection or priority of
any  mortgage,  security  interest or lien in any asset or property  held by the
Institutional Trustee or the Trust.

                We express no opinion as to the  effect  of  events   occurring,
circumstances arising, or changes of law becoming effective or occurring,  after
the date hereof on the matters  addressed in this opinion letter,  and we assume
no  responsibility  to inform you of additional or changed facts,  or changes in
law, of which we may become aware.

                We express no opinion  as to any  requirement  that any party to
the Operative Documents (or any other persons or entities  purportedly  entitled
to the benefits  thereof) qualify or register to do business in any jurisdiction
in order to be able to enforce  its  rights  thereunder  or obtain the  benefits
thereof.

                Based  upon  the  foregoing, and  upon  our  examination of such
questions  of law and  statutes of the State of  Delaware as we have  considered
necessary  or  appropriate,  and  subject  to the  assumptions,  qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                1.    The  Trust  has been duly created and is validly  existing
in good standing as a statutory trust under the Delaware Statutory Trust Act (12
Del. C. ss. 3801, et seq.) (the "Act").  All filings  required under the laws of
-------           -- ---
the State of Delaware  with respect to the  creation and valid  existence of the
Trust as a statutory trust have been made.
<PAGE>

                2.    Under  the  Declaration  of  Trust and the Act, the  Trust
has the trust power and  authority  to (A)  execute  and  deliver the  Operative
Documents,  (B) perform its obligations  under such Operative  Documents and (C)
issue the Trust Securities.

                3.    The  execution  and delivery by the Trust of the Operative
Documents, and the performance by the Trust of its obligations thereunder,  have
been duly authorized by all necessary trust action on the part of the Trust.

                4.    The  Declaration of  Trust constitutes a legal,  valid and
binding obligation of the Company,  the Trustees and the Administrators,  and is
enforceable  against  the  Company,  the  Trustees  and the  Administrators,  in
accordance with its terms.

                5.    Each  of  the  Operative  Documents  constitutes  a legal,
valid and binding  obligation of the Trust,  enforceable  against the Trust,  in
accordance with its terms.

                6.    The  Capital  Securities  have   been  duly authorized for
issuance by the  Declaration of Trust,  and, when duly executed and delivered to
and paid for by the  purchasers  thereof in accordance  with the  Declaration of
Trust,  the  Subscription  Agreement  and the Placement  Agreement,  the Capital
Securities will be validly issued, fully paid and, subject to the qualifications
set forth in paragraph 8 below,  nonassessable undivided beneficial interests in
the assets of the Trust and will entitle the Capital  Securities  Holders to the
benefits of the Declaration of Trust. The issuance of the Capital  Securities is
not  subject  to  preemptive  or  other  similar  rights  under  the  Act or the
Declaration of Trust.

                7.    The  Common  Securities  have  been  duly  authorized  for
issuance by the  Declaration  of Trust and,  when duly executed and delivered to
the Company as Common  Security  Holder in accordance  with the  Declaration  of
Trust, will be validly issued,  fully paid and, subject to paragraph 8 below and
Section 9.1(b) of the  Declaration  of Trust (which  provides that the Holder of
the  Common   Securities  are  liable  for  debts  and  obligations  of  Trust),
nonassessable undivided beneficial interests in the assets of the Trust and will
entitle the Common  Security Holder to the benefits of the Declaration of Trust.
The  issuance of the Common  Securities  is not subject to  preemptive  or other
similar rights under the Act or the Declaration of Trust.

                8.    Under  the  Declaration of Trust and the Act,  the Holders
of the Capital  Securities,  as beneficial owners of the Trust, will be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.  We note that the Holders of the Capital  Securities and the Holder
of the Common Securities may be obligated, pursuant to the Declaration of Trust,
(A) to provide  indemnity  and/or  security in connection  with and pay taxes or
governmental  charges  arising from  transfers or exchanges of Capital  Security
Certificates and the issuance of replacement Capital Security Certificates,  and
(B)  to  provide  security  or  indemnity  in  connection  with  requests  of or
directions to the Institutional  Trustee to exercise its rights and powers under
the Declaration of Trust.

                9.    Neither the execution,  delivery  and performance  by  the
Trust of the Operative  Documents,  nor the  consummation by the Trust of any of
the transactions  contemplated thereby, requires the consent or approval of, the
authorization  of, the  withholding  of  objection on the part of, the giving of
notice to, the filing,  registration or qualification with, or the taking of any
other action in respect of, any governmental authority or agency of the State of
Delaware,  other than the filing of the  Certificate of Trust with the Secretary
of State (which Certificate of Trust has been duly filed).

                10.   Neither  the  execution, delivery  and  performance by the
Trust  of  the  Trust  Documents,  nor  the  consummation  by the  Trust  of the
transactions  contemplated  thereby,  (i) is in violation of the  Declaration of

<PAGE>

Trust or of any law, rule or  regulation of the State of Delaware  applicable to
the  Trust  or  (ii)  to  the  best  of  our  knowledge,   without   independent
investigation,  violates, contravenes or constitutes a default under, or results
in a breach of or in the  creation of any lien (other than as  permitted  by the
Operative  Documents)  upon any  property  of the  Trust  under  any  indenture,
mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan
or credit agreement, license or other agreement or instrument to which the Trust
is a party or by which it is bound.

                11.   Assuming   that  the  Trust  will  not  be  taxable  as  a
corporation  for federal income tax purposes,  but rather will be classified for
such  purposes as a grantor trust under Subpart E, Part I of Subchapter J of the
Internal Revenue Code of 1986, as amended,  the Trust will not be subject to any
tax, fee or governmental charge under the laws of the State of Delaware.

                The opinions expressed in paragraph 4, 5, 6, 7 and  8  above are
subject,  as to enforcement,  to the effect upon the Declaration of Trust of (i)
bankruptcy, insolvency, moratorium, receivership,  reorganization,  liquidation,
fraudulent  conveyance  and  transfer,  and other  similar  laws  relating to or
affecting  the rights and remedies of creditors  generally,  (ii)  principles of
equity,  including  applicable law relating to fiduciary  duties  (regardless of
whether  considered  and applied in a proceeding in equity or at law), and (iii)
the effect of  applicable  public  policy on the  enforceability  of  provisions
relating to indemnification or contribution.

                Circular 230 Notice.  Any advice contained in this communication
with  respect to any federal tax matter was not  intended or written to be used,
and it cannot be used by any  taxpayer,  for the purpose of  avoiding  penalties
that the Internal Revenue Service may impose on the taxpayer. If any such advice
is made to any person other than to our client for whom the advice was prepared,
the advice  expressed  above is being  delivered  to support  the  promotion  or
marketing (by a person other than Richards,  Layton & Finger) of the transaction
or matter discussed or referenced, and such taxpayer should seek advice based on
the taxpayer's particular circumstances from an independent tax advisor.

                In basing the opinions set forth herein on "our  knowledge," the
words "our  knowledge"  signify that no information has come to the attention of
the attorneys in the firm who are directly involved in the representation of the
Trust in this  transaction  that  would give us actual  knowledge  that any such
opinions are not accurate. Except as otherwise stated herein, we have undertaken
no independent investigation or verification of such matters.

                We consent to your relying  as to matters of  Delaware  law upon
this opinion in  connection  with the  Placement  Agreement.  We also consent to
Lewis,  Rice & Fingersh,  L.C.'s and Stinson Morrison Hecker LLP's relying as to
matters of Delaware  law upon this  opinion in  connection  with  opinions to be
rendered by them on the date hereof pursuant to the Placement Agreement.  Except
as stated  above,  without our prior  written  consent,  this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.

                                Very truly yours,



<PAGE>


                                   SCHEDULE A
                                   ----------

Wilmington Trust Company

FTN Financial Capital Markets

Keefe, Bruyette & Woods, Inc.

First Tennessee Bank National Association

First Banks, Inc.






<PAGE>


                                   EXHIBIT B-3
                                   -----------

                            TAX COUNSEL OPINION ITEMS
                            -------------------------


1.       The Debentures  will  be  classified as indebtedness of the Company for
         U.S. federal income tax purposes.

2.       The  Trust  will  be  characterized  as  a  grantor trust and not as an
         association  taxable  as  a  corporation  for  U.S.  federal income tax
         purposes.





<PAGE>


Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri  63102


         Re:    Representations  Concerning the Issuance of Junior  Subordinated
                Deferrable Interest Debentures (the  "Debentures") to First Bank
                Statutory  Trust V  (the "Trust")  and Sale of Trust  Securities
                (the "Trust Securities") of the Trust

Ladies and Gentlemen:

         In accordance  with your  request,  First Banks,  Inc. (the  "Company")
hereby makes the following representations in connection with the preparation of
your opinion letter as to the United States federal income tax  consequences  of
the issuance by the Company of the  Debentures  to the Trust and the sale of the
Trust Securities.

         Company hereby represents that:


         1.     The  sole  assets  of  the  Trust  will be the  Debentures,  any
interest paid on the Debentures to the extent not  distributed,  proceeds of the
Debentures, or any of the foregoing.

         2.     The Company intends to use the net proceeds from the sale of the
Debentures for general corporate purposes.

         3.     The Trust was not formed to conduct any trade or business and is
not  authorized  to  conduct  any trade or  business.  The Trust  exists for the
exclusive  purposes of (i) issuing and selling the Trust Securities,  (ii) using
the proceeds from the sale of Trust  Securities to acquire the  Debentures,  and
(iii) engaging only in activities necessary or incidental thereto.

         4.     The Company has not entered into an agency  agreement  with  the
Trust or  authorized  the  trustee  to act as its agent in  dealing  with  third
parties. To Company's  knowledge,  after due inquiry, the Trust has not acted as
the agent of the Company or of anyone else in dealing with third parties.

         5.     The  Trust  was  formed to facilitate  direct  investment in the
assets of the Trust,  and the  existence  of multiple  classes of  ownership  is
incidental  to that  purpose.  There is no intent  to  provide  holders  of such
interests in the Trust with diverse interests in the assets of the Trust.

         6.     The  Company  intends  to  create a debtor-creditor relationship
between the Company, as debtor, and the Trust, as a creditor,  upon the issuance
and sale of the  Debentures  to the Trust by the  Company.  The Company will (i)
record and at all times  continue to reflect the Debentures as  indebtedness  on
its separate books and records for financial accounting purposes, and (ii) treat
the Debentures as indebtedness for all United States tax purposes.

         7.     During  each  year, the  Trust's  income  will consist solely of
payments made by the Company with respect to the Debentures.  Such payments will
not be derived  from the active  conduct of a  financial  business by the Trust.
Both the Company's  obligation to make such payments and the  measurement of the
amounts  payable by the  Company  are  defined  by the terms of the  Debentures.
Neither the Company's  obligation to make such payments nor the  measurement  of
the amounts  payable by the Company is dependent on income or profits of Company
or any affiliate of the Company.
<PAGE>

         8.     The Company expects that it will be able to make, and will make,
timely payment of amounts identified by the Debentures as principal and interest
in  accordance  with the  terms of the  Debentures  with  available  capital  or
accumulated earnings.

         9.     The  Company  presently  has  no  intention  to  defer  interest
payments on the  Debentures,  and it considers the likelihood of such a deferral
to be remote  because,  if it were to  exercise  its right to defer  payments of
interest with respect to the Debentures, it would not be permitted to declare or
pay any dividends or distributions on, or redeem,  purchase,  acquire, or make a
liquidation  payment  with  respect to, any capital  stock of the Company or any
affiliate of the Company (other than payments of dividends or  distributions  to
the Company or payments of dividends from direct or indirect subsidiaries of the
Company to their  parent  corporations,  which also shall be direct or  indirect
subsidiaries  of the Company) or make any payment of principal of or interest or
premium, if any, on or repay,  repurchase,  or redeem any debt securities of the
Company or any  affiliate  of the Company  that rank pari passu in all  respects
with or junior in interest to the  Debentures,  in each case  subject to limited
exceptions  stated  in  Section  2.11 of the  Indenture  to be  entered  into in
connection with the issuance of the Debentures.

         10.    The  Company has no present  intention (a) to take the  position
that a  deferral  of  interest  payments  on  the  Debentures  is  not a  remote
contingency,  or (b) to make an explicit disclosure on the Company's tax return,
under Reg. ss.  1.1275-2(h)(5)  that its determination as holder with respect to
remote contingency status is different from its determination as issuer.

         11.    Immediately  after  the   issuance   of  the   Debentures,   the
debt-to-equity  ratio of the Company (as  determined  for  financial  accounting
purposes,  but excluding  deposit  liabilities  from the Company's debt) will be
within standard depository institution industry norms and, in any event, will be
no higher than four to one (4 : 1).

         12.    To the  best of our  knowledge,  the  Company  is  currently  in
compliance with all federal,  state, and local capital  requirements,  except to
the extent that  failure to comply with any such  requirements  would not have a
material adverse effect on the Company and its affiliates.

         13.    The  Company   will  not  issue  any  class  of common  stock or
preferred stock senior to the Debentures during their term.

         14.    The Internal Revenue Service  has not  challenged  the  interest
deduction on any class of the Company's  subordinated  debt in the last ten (10)
years on the basis  that such debt  constitutes  equity for  federal  income tax
purposes.

         The above  representations  are  accurate as of the date below and will
continue to be accurate through the issuance of the Trust Securities, unless you
are otherwise  notified by us in writing.  The undersigned  understands that you
will rely on the foregoing in connection with rendering  certain legal opinions,
and possesses the authority to make the representations set forth in this letter
on behalf of the Company.

                                       Very truly yours,

                                       FIRST BANKS, INC.


Date: April 27, 2006                   By:      ________________________________

                                       Title:   ________________________________


<PAGE>



                                    EXHIBIT C
                                    ---------

                            SIGNIFICANT SUBSIDIARIES
                            ------------------------

The San Francisco Company

First Bank



<PAGE>

                                    EXHIBIT D
                                    ---------

                            FORM OF QUARTERLY REPORT
                            ------------------------

First Tennessee Bank National Association
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117
Attention: David Work

BANK HOLDING COMPANY
As of [March 31, June 30, September 30 or December 31], 20__

Tier 1 to Risk Weighted Assets                                        _________%

Ratio of Double Leverage                                              _________%

Non-Performing Assets to Loans and OREO                               _________%

Ratio of Reserves to Non-Performing Loans                             _________%

Ratio of Net Charge-Offs to Loans                                     _________%

Return on Average Assets (annualized)**                               _________%

Net Interest Margin (annualized)**                                    _________%

Efficiency Ratio                                                      _________%

Ratio of Loans to Assets                                              _________%

Ratio of Loans to Deposits                                            _________%

Total Assets                                                         $__________

Year to Date Income                                                  $__________

-------------------
*A table  describing the quarterly report calculation procedures is  provided on
 page D-2

**  To annualize  Return  on  Average  Assets  and  Net Interest  Margin  do the
    following:
1st Quarter-multiply  income  statement  item by 4, then divide by balance sheet
    item(s)
2nd Quarter-multiply  income  statement  item  by 2,then divide by balance sheet
    item(s)
3rd Quarter-divide  income  statement item by 3, then multiply by 4, then divide
    by balance sheet item(s)
4th Quarter-should already be an annual number
NO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS


<PAGE>

<TABLE>
<CAPTION>

                              Financial Definitions


----------------------- -------------------------------------------------- --------------------------------------------------
Report Item             Corresponding  FRY-9C or LP Line  Items with Line
                        Item corresponding Schedules                       Description of Calculation
----------------------- -------------------------------------------------- --------------------------------------------------
<S>                     <C>                                                <C>
"Tier  1  Capital"  to  BHCK7206                                           Tier  1  Risk  Ratio:   Core  Capital   (Tier  1)/
Risk Weighted Assets    Schedule HC-R                                      Risk-Adjusted Assets
----------------------- -------------------------------------------------- --------------------------------------------------
Ratio    of     Double  (BHCP0365)/(BHCP3210)                              Total equity  investments in subsidiaries  divided
Leverage                Schedule PC  in the LP                             by  the  total  equity  capital.   This  field  is
                                                                           calculated   at   the   parent    company   level.
                                                                           "Subsidiaries"    include   bank,   bank   holding
                                                                           company, and nonbank subsidiaries.
----------------------- -------------------------------------------------- --------------------------------------------------
Non-Performing  Assets  (BHCK5525-BHCK3506+BHCK5526-                       Total Nonperforming Assets  (NPLs+Foreclosed  Real
to Loans and OREO       BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)             Estate+Other  Nonaccrual  &  Repossessed  Assets)/
                        Schedules HC-C, HC-M & HC-N                        Total Loans + Foreclosed Real Estate
----------------------- -------------------------------------------------- --------------------------------------------------
Ratio of  Reserves  to  (BHCK3123+BHCK3128)/(BHCK5525-                     Total  Loan   Loss   and   Allocated Transfer Risk
Non-Performing Loans    BHCK3506+BHCK5526-BHCK3507)                        Reserves/Total  Nonperforming Loans  (Nonaccrual +
                        Schedules HC & HC-N                                Restructured)
----------------------- -------------------------------------------------- --------------------------------------------------
Ratio      of      Net  (BHCK4635-BHCK4605)/(BHCK3516)                     Net charge offs for the period as a percentage  of
Charge-Offs to Loans    Schedules HI-B & HC-K                              average loans.
----------------------- -------------------------------------------------- --------------------------------------------------
Return on Assets        (BHCK4340/BHCK3368)                                Net Income as a percentage of Assets.
                        Schedules HI & HC-K
----------------------- -------------------------------------------------- --------------------------------------------------
Net Interest Margin     (BHCK4519)/(BHCK3515+BHCK3365+BHCK                 (Net Interest Income Fully Taxable Equivalent,  if
                        3516+BHCK3401+BHCKB985)                            available / Average Earning Assets)
                        Schedules HI Memorandum and HC-K
----------------------- -------------------------------------------------- --------------------------------------------------
Efficiency Ratio        (BHCK4093)/(BHCK4519+BHCK4079)                     (Noninterest   Expense)/   (Net  Interest   Income
                        Schedule HI                                        Fully  Taxable  Equivalent,   if  available,  plus
                                                                           Noninterest Income)
----------------------- -------------------------------------------------- --------------------------------------------------
Ratio   of   Loans  to  (BHCKB528+BHCK5369)/BHCK2170)                      Total  Loans & Leases  (Net of  Unearned  Income &
Assets                  Schedule HC                                        Gross of Reserve)/ Total Assets
----------------------- -------------------------------------------------- --------------------------------------------------
Ratio   of   Loans  to  (BHCKB528+BHCK5369)/(BHDM6631+BHD                  Total Loans  &  Leases  (Net of  Unearned Income &
Deposits                M6636+BHFN6631+BHFN6636)                           Gross   of   Reserve)/ Total  Deposits   (Includes
                        Schedule HC                                        Domestic and Foreign Deposits)
----------------------- -------------------------------------------------- --------------------------------------------------
Total Assets            (BHCK2170)                                         The  sum  of  total  assets.   Includes  cash  and
                        Schedule HC                                        balances   due   from   depository   institutions;
                                                                           securities;  federal   funds  sold  and securities
                                                                           purchased under  agreements to resell;  loans  and
                                                                           lease   financing   receivables;  trading  assets;
                                                                           premises  and  fixed  assets;  other  real  estate
                                                                           owned; investments in  unconsolidated subsidiaries
                                                                           and  associated companies; customer's liability on
                                                                           acceptances  outstanding;  intangible  assets; and
                                                                           other assets.
----------------------- -------------------------------------------------- --------------------------------------------------
Net Income              (BHCK4300)                                         The  sum of  income  (loss)  before  extraordinary
                        Schedule HI                                        items  and  other  adjustments  and  extraordinary
                                                                           items;  and  other  adjustments,   net  of  income
                                                                           taxes.
----------------------- -------------------------------------------------- --------------------------------------------------
</TABLE>




<PAGE>


                                First Banks, Inc.
                               Disclosure Schedule
                                     to the
                               Placement Agreement


Section  5.10  Subsidiaries of the Company - All issued and  outstanding  common
               ---------------------------
stock of The San Francisco  Company,  a wholly owned  subsidiary of the Company,
and First Bank, a wholly owned subsidiary of The San Francisco Company, has been
pledged to Wells Fargo Bank,  National  Association as the Agent for the ratable
benefit of certain  lenders  pursuant to the terms of that  certain  Amended and
Restated Secured Credit Agreement, dated as of August 11, 2005, by and among the
Company, the Lenders signatory thereto and the Agent (the "Credit Agreement").


Section  5.16  Regulatory Enforcement Matters  -  Pursuant to  the terms of  the
               ------------------------------
Credit  Agreement,  the Company has agreed not to pay any cash  dividends on its
common or preferred  stock in excess of 25% of the  Company's  consolidated  net
income for the  immediately  preceding  fiscal  year end. In  addition,  no cash
dividends or  distributions  on trust  preferred  and common  securities  may be
declared or paid if either a Default (as defined in the Credit Agreement) exists
on the date of such  declaration  of payment or a Default  will result from such
payment.