Exhibit 4.6
                          FIRST BANK STATUTORY TRUST IV
                                FIRST BANKS, INC.

                             SUBSCRIPTION AGREEMENT

                                  March 1, 2006

         THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement") made among First Bank
Statutory  Trust IV (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,  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 40,000 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 25,000 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
March 1, 2006, or such other business day as may be designated by the Purchaser,
but in no event later than March 31, 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    February 16, 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
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.
<PAGE>

         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.

         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.
<PAGE>

         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
                                     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:/s/ David S. Work
   ------------------------------------
Print Name: David S. Work
           ----------------------------
Title: Executive Vice President
      ---------------------------------

                                          FIRST BANKS, INC.


                                          By:/s/ Lisa K. Vansickle
                                             -----------------------------------

                                          Name:  Lisa K. Vansickle
                                               ---------------------------------

                                          Title: Senior Vice President
                                                --------------------------------

                                          FIRST BANK STATUTORY TRUST IV


                                          By:/s/ Lisa K. Vansickle
                                             -----------------------------------

                                          Name:  Lisa K. Vansickle
                                               ---------------------------------

                                          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  institution
(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  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
                            -------------------------

                                  March 1, 2006

         This Joinder  Agreement (this  "Agreement") is entered into as of March
1, 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
                          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 IV, such transfer to be
effective on [DATE OF TRANSFER]. In accordance with Section 7.9 of the Placement
Agreement dated February 16, 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
March 1, 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