EXHIBIT 10.2

                             STOCK PLEDGE AGREEMENT
                             ----------------------

        1.     As   collateral   security   for  the  payment  of  any  and  all
indebtedness (principal, interest, fees, collection costs and expenses and other
amounts),  liabilities and obligations of the undersigned,  FIRST BANKS, INC., a
Missouri corporation ("Debtor"), to INVESTORS OF AMERICA LIMITED PARTNERSHIP,  a
                       ------
Nevada limited  partnership  ("Secured Party") evidenced by or arising under the
                               -------------
Revolving Credit Note dated the date hereof,  executed by Debtor, and payable to
the order of Secured Party in the principal amount of up to  $30,000,000.00  (as
amended,  the "Note") (each, a "Liability;"  and  collectively,  "Liabilities"),
               ----             ---------                         -----------
Debtor hereby  pledges and delivers to Secured Party and grants  Secured Party a
security  interest  in and a lien upon the  following:  (a)(i) 100 shares of the
common stock of Coast Financial  Holdings,  Inc., a Florida  corporation ("Coast
                                                                           -----
Financial"), and (ii) 100 shares of common stock of The San Francisco Company, a
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Delaware  corporation  ("SF  Company"),  set forth and  described on  Collateral
                                                                      ----------
Schedule #1 attached hereto and incorporated herein by reference  (collectively,
-----------
the "Pledged Shares") and the certificates  representing the Pledged Shares, and
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all dividends, cash, instruments, stock, securities and other property from time
to time  received,  receivable  or  otherwise  distributed  in  respect of or in
exchange for any or all of the Pledged Shares,  (b) all additional shares of any
class of  capital  stock of  Coast  Financial  or SF  Company  (individually,  a
"Subsidiary," and collectively,  the "Subsidiaries")  from time to time acquired
by  Debtor  in any  manner  (collectively,  the  "Additional  Shares"),  and the
                                                  ------------------
certificates  representing  such  Additional  Shares,  and all dividends,  cash,
instruments,  stock,  securities  and other property from time to time received,
receivable or otherwise  distributed in respect of or in exchange for any or all
of such  Additional  Shares,  (c) all other rights  appurtenant  to the property
described in clauses (a) and (b) above (including,  without  limitation,  voting
rights)  and (d) all cash and noncash  proceeds of any and all of the  foregoing
(collectively,  the "Collateral").  Certificates representing the Pledged Shares
                     ----------
set forth on  Collateral  Schedule #1  attached  hereto,  accompanied  by proper
              -----------------------
instruments of assignment  duly executed in blank by Debtor,  are herewith being
delivered to Secured Party. Promptly upon Debtor's acquisition of any Additional
Shares,  Debtor will (i) deliver to Secured Party the certificates  representing
such  Additional  Shares  together with proper  instruments  of assignment  duly
executed  in blank by Debtor and (ii) amend  Collateral  Schedule  #1 to include
                                             ------------------------
such Additional Shares.

        2.     Debtor hereby covenants and agrees  that (a) with  respect to all
shares of any class of  capital  stock of either  Subsidiary  pledged to Secured
Party  contemporaneously  with the execution of or pursuant to this Stock Pledge
Agreement (this "Agreement"),  or at any time hereafter, if any stock dividends,
                 ---------
stock splits,  reclassifications,  adjustments  or other changes are made in the
capital structure of either Subsidiary (whether as a result of a reorganization,
recapitalization, share split up, merger, transfer, consolidation or otherwise),
all new, additional or substituted securities issued with respect to any of such
shares by reason of any such change shall be subject to Secured Party's security
interest  and  immediately  delivered  to Secured  Party,  which shall hold such
shares or securities so issued as  additional  Collateral,  (b) if any warrants,
options  or other  rights  now or  hereafter  exist  with  respect to any of the
Pledged  Shares,  any of the Additional  Shares or any of the other  Collateral,
Debtor  has and  hereafter  shall  immediately  so advise  Secured  Party of the
existence of such warrants,  options and rights, all such warrants,  options and
rights shall be subject to Secured  Party's  security  interest and all stock or
securities issued pursuant to the exercise of any such warrant,  option or right
shall be subject to Secured Party's security interest and immediately  delivered
to Secured  Party,  which shall hold such  shares or  securities  as  additional
Collateral, (c) Debtor shall immediately pledge and deliver to Secured Party any
and all shares of any class of  capital  stock of such  Subsidiary  now owned or
hereafter acquired by Debtor and (d) Debtor shall not, without the prior written
consent of Secured Party, (i) sell,  assign or otherwise  transfer or pledge any
of the  Pledged  Shares,  any  of  the  Additional  Shares  or any of the  other
Collateral,  (ii) create or permit any other lien or  encumbrance  upon,  or any
other  security  interest in, any of the Pledged  Shares,  any of the Additional
Shares or any of the other  Collateral  or (iii)  grant any option or right with
respect to any of the Pledged Shares, any of the Additional Shares or any of the
other Collateral.
<PAGE>

        3.     Debtor hereby represents and warrants to Secured Party that:

               (a)     Debtor is the sole  legal,  beneficial  and record  owner
of all of the Collateral  pledged  hereunder and none of the Collateral  pledged
hereunder is or will be subject to any security interests,  liens, encumbrances,
charges, claims, warrants, options, proxies, restrictions on transfer, resale or
other  disposition,  restrictions  on voting  rights,  preferences  and/or other
preferential  arrangements  of any kind or nature  whatsoever  (except  those in
favor of Secured Party under this Agreement);

               (b)     the Pledged  Shares have been duly authorized and validly
issued by the applicable Subsidiary and are fully paid and non-assessable;

               (c)     Debtor  has all requisite  corporate  power and authority
to (i) pledge,  assign, grant a security interest in, transfer and deliver  the
Collateral to Secured Party in the manner hereby done or  contemplated  and (ii)
execute, deliver and perform all of its obligations under this Agreement;

               (d)     this  Agreement  has been duly  authorized,  executed and
delivered by Debtor and constitutes the legal, valid and binding  obligation  of
Debtor, enforceable in accordance with its terms;

               (e)     no consent, approval, authorization or other order of any
governmental  or  regulatory  agency,  authority,  body or official or any other
third  party  is or will be  required  for (i) the  execution,  delivery  and/or
performance  of this  Agreement  by  Debtor  or the  delivery  by  Debtor of the
Collateral to Secured  Party as provided  herein or (ii) the exercise by Secured
Party of the  voting  or other  rights  provided  for in this  Agreement  or the
remedies in respect of the Collateral pursuant to this Agreement;

               (f)     the execution, delivery and performance by Debtor of this
Agreement  do not and will not (i)  violate  any  provision  of the  Articles of
Incorporation  or  Bylaws of Debtor  or any law,  rule,  regulation  (including,
without limitation, Regulations U and X of the Board of Governors of the Federal
Reserve System),  order, writ, judgment,  injunction,  decree,  determination or
award  presently  in effect  having  applicability  to Debtor,  (ii) result in a
breach  of or  constitute  a  default  under  any  indenture  or loan or  credit
agreement or any other  agreement,  document or  instrument to which Debtor is a
party or by which it or its properties may be bound or affected, or (iii) result
in or require the creation or imposition of any mortgage, deed of trust, pledge,
lien,  security  interest or other charge or  encumbrance  of any nature upon or
with respect to any of the property or assets of Debtor  (other than in favor of
Secured Party as provided for in this Agreement);

               (g)     upon  the execution of this Agreement, Secured Party will
have  a  valid  and  enforceable security interest in the Collateral. So long as
Secured Party  has  possession  of  the  certificates  representing  the Pledged
Shares, Secured Party's security interest in the Pledged Shares and the proceeds
thereof will be perfected and have a first priority; and

               (h)     the authorized capital of Coast Financial consists solely
of 20,000  shares  of common  stock,  $5.00  par value and  5,000,000  shares of
preferred stock, $0.01 par value, and the authorized capital stock of SF Company
consists solely of 1,000 shares of common stock,  $0.10 par value, and no shares
of preferred  stock.  As of the date hereof,  (i) there are 100 shares of common
stock of Coast Financial and 100 shares of common stock of SF Company issued and
outstanding;  (ii) Debtor is the sole legal,  beneficial and record owner of all
of such shares,  representing all of the issued and outstanding shares of common
stock of Coast  Financial  and SF Company,  respectively;  and (iii) the Pledged
Shares consist of all of the outstanding  shares of capital stock of each of the
Subsidiaries.  The Pledged Shares are subject to no security  interests,  liens,
encumbrances,  warrants,  options, proxies,  restrictions on transfer, resale or
other  disposition  or  restrictions  on voting rights (except those in favor of
Secured Party). As of the date hereof,  there are no warrants or options, or any
agreements  to issue any  warrants or options,  outstanding  with respect to any
class of capital stock of either of the Subsidiaries.

        4.     Debtor hereby covenants and agrees that: (a) it will not cause or
permit either  Subsidiary to (i) authorize or issue any new types,  varieties or
classes of capital stock or any bonds or debentures,  subordinated or otherwise,
or any stock warrants or options,  (ii) authorize or issue any additional shares
of any existing  class of capital stock or (iii) declare any stock  dividends or
stock  splits or take any other  action  which  could,  directly or  indirectly,
decrease Debtor's  ownership  interest in such corporation;  and (b) without the
prior written  consent of Secured Party,  (i) it will not cause or permit either
Subsidiary  to  amend  or  otherwise  change  its  Articles  or  Certificate  of
Incorporation  or its Bylaws in any manner  which could affect any of the voting
or other rights of any of the shares of capital  stock of such  corporation  now
owned or  hereafter  acquired  by  Debtor  and (ii) it will not take or cause or
permit  either  Subsidiary  to take any other action  which  could,  directly or
indirectly,  affect the voting  rights of Debtor  with  respect to any shares of
capital stock of such corporation now owned or hereafter acquired by Debtor.
<PAGE>

        5.     So long as no Event of  Default (as  hereinafter  defined)  under
this  Agreement  has  occurred  and is  continuing,  notwithstanding  any  other
provision of this Agreement to the contrary:

               (a)     Debtor shall be entitled to  exercise  any and all voting
and other consensual rights pertaining to the Pledged Shares or any part thereof
for any purpose not  inconsistent  with the terms of this Agreement or the terms
of the Note;  provided,  however,  that (i) Debtor shall not exercise or refrain
from  exercising  any such right if such action could  reasonably be expected to
have an adverse  effect on the value of the Pledged  Shares or any part  thereof
and (ii) Debtor shall not exercise or refrain from  exercising any such right in
a manner which would authorize or effect (A) the dissolution or liquidation,  in
whole or in part,  of  either  Subsidiary,  (B) the  consolidation  or merger of
either  Subsidiary  with or into any  corporation  or other  entity  unless such
corporation is the surviving entity, (C) the sale, disposition or encumbrance of
all or substantially all of the property or assets of either Subsidiary, (D) any
change in the authorized capital of either  Subsidiary,  (E) the issuance of any
additional  shares of any class of capital stock of either Subsidiary or (F) the
alteration  of the voting  rights with respect to any class of capital  stock of
either Subsidiary; and

               (b)     Debtor  shall  be  entitled  to  collect  and use for its
proper  corporate  purposes all cash  dividends  (except cash  dividends paid or
payable in respect of the total or partial  liquidation of Coast Financial or SF
Company) paid on the Pledged  Shares;  provided,  however,  that until  actually
paid, all rights to such dividends shall remain subject to the security interest
created by this Agreement.  All dividends (other than cash dividends governed by
the immediately  preceding  sentence) and all other  distributions in respect of
any of the Pledged Shares or any of the other Collateral, whenever paid or made,
shall be  delivered  to Secured  Party and held by it  subject  to the  security
interest created by this Agreement.

        6.     If any one or  more of the  following  events  (each,  an  "Event
                                                                           -----
of Default")  shall occur and be continuing:  (a)  Debtor shall fail to make any
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payment of any  principal of or interest on any of the  Liabilities  as and when
the same shall become due and payable taking into account any applicable notice,
grace or cure periods,  whether by reason of demand,  maturity,  acceleration or
otherwise;  (b) Debtor  shall fail to  perform or observe  any term,  provision,
covenant or agreement  contained in this  Agreement  and any such failure  shall
remain  unremedied  for thirty (30) days after the earlier of (i) written notice
of  default  is given to Debtor by  Secured  Party or (ii) an  officer of Debtor
obtaining knowledge of such default;  (c) any representation or warranty made by
Debtor in this  Agreement  shall prove to be untrue or incorrect in any material
respect;  (d) if the shares of common stock of either Subsidiary then pledged by
Debtor to Secured Party pursuant to this Agreement  shall at any time constitute
less than all of the then issued and outstanding  shares of common stock of such
Subsidiary; or (e) any "Event of Default" (as defined therein) shall occur under
or within the meaning of the Note;  then Secured  Party may, at its option,  (A)
declare the  principal  of and interest on any or all of the  Liabilities  to be
immediately due and payable,  (B) exercise all voting rights with respect to the
Collateral,  (C)  appropriate  and apply toward the payment and discharge of any
such  Liability,  moneys on deposit or otherwise  held by Secured  Party for the
account  of, to the credit of or  belonging  to Debtor,  (D) sell or cause to be
sold  any  Collateral,  (E) have  transferred  to or  registered  in the name of
Secured  Party,  or its nominee or nominees,  any  Collateral  and thereafter to
exercise all rights with respect thereto as the absolute owner thereof,  without
notice or liability to Debtor,  except to account for money or property actually
received by Secured Party;  provided,  however, that Secured Party may treat all
cash proceeds as additional  Collateral and such proceeds need not be applied to
the reduction of the  Liabilities of Debtor unless Secured Party so elects,  (F)
in Secured Party's name, or in the name of Debtor,  demand, sue for, collect and
receive money,  securities or other property which may at any time be payable or
receivable on account of or in exchange for any of the  Collateral,  or make any
compromise or settlement  that Secured Party  considers  desirable  with respect
thereto or renew or extend the time of payment or otherwise  modify the terms of
any  obligation  included  in the  Collateral;  provided,  however,  that  it is
expressly  agreed that Secured  Party shall not be obligated to take any step to
preserve  rights  against  prior  parties  on any of the  Collateral,  and  that
reasonable care of the Collateral  shall not include the taking of any such step
and (G) exercise any or all of the rights and remedies of a Secured  Party under
the  Uniform  Commercial  Code of the  State of  Missouri,  as from time to time
amended (the "Code"),  or other  applicable  law. Any sale of Collateral  may be
              ----
made  without  demand  of  performance  and  any  requirement  of the  Code  for
reasonable  notice to Debtor  shall be met if such  notice  is  mailed,  postage

<PAGE>

prepaid,  to Debtor at its address as it appears  herein or as last shown on the
records of  Secured  Party at least five (5)  business  days  before the time of
sale,  disposition or other event giving rise to the notice. Debtor acknowledges
and agrees that it shall be reasonable  for Secured Party to sell the Collateral
on credit for present or future  delivery  without any  assumption of any credit
risk. In case of a public sale,  notice  published by Secured Party for ten (10)
days in a newspaper of general  circulation in the City or County where the sale
is to be held  shall be  sufficient.  The  proceeds  of any sale,  or sales,  of
Collateral  shall be applied by Secured  Party in the  following  order:  (1) to
expenses, including attorneys' fees and expenses actually incurred, arising from
the enforcement of any of the provisions hereof, or of the Liabilities or of any
actual or  attempted  sale;  (2) to the payment or the  reduction  of any of the
Liabilities  of Debtor to  Secured  Party  with the  right of  Secured  Party to
distribute  or allocate  such proceeds in such order and manner as Secured Party
shall elect,  and its  determination  with respect to such  allocation  shall be
conclusive; and (3) to the payment of any surplus remaining after payment of the
amounts mentioned,  to Debtor or to whomsoever may be lawfully entitled thereto.
If any  deficiency  arises upon any such sale or sales Debtor  agrees to pay the
amount of such  deficiency  promptly upon demand with interest.  Notwithstanding
that Secured  Party may continue to hold the  Collateral  and  regardless of the
value thereof,  Debtor shall be and remain liable for the payment in full of the
principal of and interest on any balance of the  Liabilities and expenses at any
time unpaid.

        7.     Secured Party shall have no duties or obligations with respect to
the  Collateral   except  that  while  the  Collateral  is  in  Secured  Party's
possession, Secured Party's obligation with respect to the same shall be limited
to preserving the physical condition of the same.

        8.     At any time, whether prior to or after the occurrence of an Event
of Default under this Agreement, Secured Party may, at its option, but shall not
be obligated to, surrender or deliver,  without further liability on the part of
Secured Party to account therefor,  all or any part of the Collateral to or upon
the written order of Debtor, permit substitutions therefor or additions thereto,
and accept the receipt of Debtor for any Collateral,  or proceeds thereof, which
receipt shall be a full and complete  discharge of Secured Party with respect to
the Collateral so delivered and proceeds so paid. Upon payment in full by Debtor
of all  Liabilities,  Secured Party will deliver to Debtor all  certificates and
indorsements relating to the Pledged Shares.

        9.     The rights and powers of Secured  Party under this  Agreement (a)
are  cumulative  and do not exclude any other right which Secured Party may have
independent  of this  Agreement and (b) may be exercised or not exercised at the
discretion  of Secured  Party (i) without  regard to any rights of Debtor,  (ii)
without  forfeiture or waiver  because of any delay in the  exercising  thereof,
(iii)  without  imposing any  liability on Secured  Party for so  exercising  or
failing  to  exercise  and (iv) in the  event of a single  or  partial  exercise
thereof,  without precluding  further exercise thereof.  No delay or omission on
the part of Secured Party in exercising any right  hereunder  shall operate as a
waiver of such  right or of any other  right  hereunder  and no waiver  shall be
construed as a bar to or waiver of any right or remedy in the future. The rights
and powers of Secured Party under this  Agreement  shall inure to the benefit of
its successors and assigns and any assignee of any Liability secured hereby. Any
and all  liabilities  and  obligations of Debtor under this  Agreement  shall be
binding upon the successors and assigns of Debtor.

        10.    Debtor  agrees  to do such further acts and things and to execute
and deliver such additional conveyances, assignments, agreements and instruments
(including, but not limited to, one or more financing statements pursuant to the
Uniform  Commercial Code) as Secured Party may at any time reasonably request in
connection with the  administration  or enforcement of this Agreement or related
to the  Collateral  or any part thereof or in order to better assure and confirm
to Secured Party its rights,  powers and remedies hereunder.  Effective upon the
occurrence of and during the  continuance of an Event of Default,  Debtor hereby
makes,  constitutes  and  appoints  Secured  Party the true and lawful agent and
attorney-in-fact  of Debtor with full power of substitution to execute,  endorse
and deliver such  agreements,  documents and  instruments and to take such other
action in the name and on behalf of Debtor as may be necessary or appropriate to
carry out the intent of this Agreement, including, without limitation, the grant
of the  security  interest  granted  under this  Agreement,  and to perfect  and
protect  the  security  interest  granted  to  Secured  Party in  respect of the
Collateral and Secured Party's rights created under this Agreement,  which power
of attorney is  irrevocable  during the term of this  Agreement.  Debtor  hereby
consents and agrees that the issuers of or obligors in respect of the Collateral
or any registrar or transfer agent for any of the  Collateral  shall be entitled
to accept the provisions  hereof as conclusive  evidence of the right of Secured
Party to effect any transfer  pursuant to this  Agreement,  notwithstanding  any
other  notice or  direction or the  contrary  heretofore  or hereafter  given by
Debtor or any other person (unless  consented to in writing by Secured Party) to
any such issuers or obligors or to any such registrar or transfer agent.
<PAGE>

        11.    Except as otherwise  specified  in this  Agreement,  any  notice,
request, demand, consent or other communication under this Agreement shall be in
writing and delivered in person, or sent by registered or certified mail, return
receipt requested and postage prepaid, or transmitted by facsimile, if to Debtor
at 600 James. S. McDonnell Blvd., Hazelwood,  MO 63042,  Attention:  Terrance M.
McCarthy or Lisa K.  Vansickle,  (314) 592-6621 (FAX), or if to Secured Party at
135 N. Meramec, Clayton, MO 63105, Attention:  James F. Dierberg, (314) 854-5454
(FAX) and 600 James S. McDonnell Blvd., Hazelwood, MO 63042, Attention:  Marilyn
A.  Callahan,  (314) 592-6647 (FAX) or at such other address as either party may
designate as its address for  communications  hereunder by notice so given. Such
notices shall be deemed effective on the day on which delivered, if delivered in
person,  on the third (3rd) business day after the day on which mailed,  if sent
by registered or certified mail, or when with answerback  confirmation  received
if sent by facsimile.

        12.    The  terms of this Agreement,  the pledge of Collateral hereunder
and the security  interest  created by this  Agreement are  continuing and shall
apply to the  Liabilities.  Debtor may not revoke or  terminate  this  Agreement
unless and until (a) all of the Liabilities shall have been indefeasibly paid in
full in cash,  (b) the Note shall have been  terminated  and (c)  Secured  Party
shall have no further commitment or obligation to make advances or extend credit
to Debtor, whether under the Note or otherwise.

        13.    If claim is ever made on Secured  Party for repayment or recovery
of any amount or amounts  received by Secured  Party in payment or on account of
any of the Liabilities  (including  payment under a guaranty or from application
of collateral)  and Secured Party repays all or part of said amount by reason of
(a) any  judgment,  decree or order of any court or  administrative  body having
jurisdiction  over  Secured  Party or any  property of Secured  Party or (b) any
settlement or  compromise  of any such claim  effected by Secured Party with any
such claimant (including,  without limitation,  Debtor),  then and in such event
Debtor agrees that any such judgment,  decree,  order,  settlement or compromise
shall be binding  on Debtor,  notwithstanding  any  cancellation  of any note or
other instrument or agreement  evidencing such Liabilities or of this Agreement,
and this Agreement shall continue to be effective or be reinstated,  as the case
may be, and shall secure the payment of the amount so repaid or recovered to the
same  extent as if such  amount had never  originally  been  received by Secured
Party  except  to  the  extent  such  judgment,  decree,  order,  settlement  or
compromise  were caused by the gross  negligence  or  intentional  misconduct of
Secured Party.  This Agreement  shall continue to be effective or be reinstated,
as the case may be, if (i) at any time any payment of any of the  Liabilities is
rescinded or must  otherwise be returned by Secured  Party upon the  insolvency,
bankruptcy or reorganization of Debtor or otherwise,  all as though such payment
had not been made or (ii) this  Agreement  is  released  in  consideration  of a
payment of money or  transfer  of  property  or grant of a security  interest by
Debtor or any other  person or entity  and such  payment,  transfer  or grant is
rescinded or must  otherwise be returned by Secured  Party upon the  insolvency,
bankruptcy  or  reorganization  of such  person or entity or  otherwise,  all as
though such payment, transfer or grant had not been made.

        14.    This  Agreement  shall be governed by and construed in accordance
with  the  substantive  laws of the  State of  Missouri  (without  reference  to
conflict of law principles);  provided,  however, that the perfection and effect
of the perfection or nonperfection  of the security  interests and liens created
by this  Agreement  shall in all  respects be governed,  construed,  applied and
enforced  in   accordance   with  the   substantive   laws  of  the   applicable
jurisdictions.

        15.    DEBTOR  IRREVOCABLY  AGREES THAT, SUBJECT TO SECURED PARTY'S SOLE
AND ABSOLUTE ELECTION,  ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT
ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT, THE OTHER AGREEMENTS OR THE
COLLATERAL  SHALL BE LITIGATED  ONLY IN COURTS HAVING SITUS WITHIN THE COUNTY OF
ST.  LOUIS,  STATE OF  MISSOURI.  DEBTOR  HEREBY  CONSENTS  AND  SUBMITS  TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID COUNTY AND
STATE.  DEBTOR  HEREBY  WAIVES ANY RIGHT IT MAY HAVE TO  TRANSFER  OR CHANGE THE
VENUE OF ANY LITIGATION  BROUGHT IN ACCORDANCE WITH THIS SECTION.  DEBTOR AND BY
ITS ACKNOWLEDGEMENT  BELOW, SECURED PARTY,  IRREVOCABLY WAIVE THE RIGHT TO TRIAL
BY JURY  WITH  RESPECT  TO ANY  ACTION IN WHICH  DEBTOR  AND  SECURED  PARTY ARE
PARTIES.

        This  Agreement  executed by Debtor in favor of Secured  Party as of May
15, 2008.





                         (SIGNATURES ON FOLLOWING PAGE)


<PAGE>


                                 SIGNATURE PAGE
                             STOCK PLEDGE AGREEMENT




                                   Debtor:

                                   FIRST BANKS, INC.



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






Acknowledged by and agreed to by Secured Party as of May 15, 2008:

Secured Party:

INVESTORS OF AMERICA LIMITED PARTNERSHIP



By: /s/ James F. Dierberg
   ---------------------------------------------------
        James F. Dierberg
        President of First Securities America, Inc.,
        General Partner of Investors of America Limited Partnership