EXHIBIT 4.22

                         FIRST BANK STATUTORY TRUST XI
                                FIRST BANKS, INC.

                             SUBSCRIPTION AGREEMENT

                               September 28, 2007

        THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement")  made among First Bank
Statutory  Trust XI (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 10,000 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 10,000 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
September  28,  2007,  or such other  business day as may be  designated  by the
Purchaser,  but in no event later than October 5, 2007 (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.

        1.3.    The   Placement   Agreement,   dated   September 27, 2007   (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.
<PAGE>

                                   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.

        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.
<PAGE>

        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.

        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.
<PAGE>

        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.

        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:     SVP - Chief Financial Officer
                                           -------------------------------------

                                     FIRST BANK STATUTORY TRUST XI


                                     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 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.

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
<PAGE>

        (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.

        (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.
<PAGE>

        (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.

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.
<PAGE>

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

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: /s/ Christopher J. Slaybaugh
                                            -----------------------------
                                         Print Name: Christopher J. Slaybaugh
                                                     ------------------------
                                         Title: Financial Services Officer
                                                --------------------------




<PAGE>



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

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

                               September 28, 2007

        This  Joinder  Agreement  (this  "Agreement")  is  entered  into  as  of
September  28,  2007  by  First   Tennessee  Bank  National   Association   (the
"Purchaser") and First Bank Statutory Trust XI (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 Bank Statutory Trust XI
                            c/o 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.

        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.
<PAGE>

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

                                FIRST BANK STATUTORY TRUST XI



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


                                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 XI,  such  transfer  to be
effective on [DATE OF TRANSFER].  Capitalized  terms used in this notice and not
otherwise  defined  shall  have  the  meanings  ascribed  to such  terms  in the
Placement  Agreement  dated  September  27, 2007  between the  Offerors  and the
placement agents named therein.

        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
September 28, 2007 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