Exhibit 10



                                 FIRST AMENDMENT
                                     TO THE
                  AMENDED AND RESTATED SECURED CREDIT AGREEMENT

     This FIRST AMENDMENT TO THE AMENDED AND RESTATED  SECURED CREDIT  AGREEMENT
(this "Agreement"), dated as of August 10, 2006, is made and entered into by and
among FIRST BANKS,  INC., a Missouri  corporation  ("Borrower"),  the  financial
institutions  that have executed this Agreement as lenders (each  individually a
"Lender"  and  collectively  the  "Lenders"),  and WELLS  FARGO  BANK,  NATIONAL
ASSOCIATION, a national banking association,  as agent ("Agent"). This Agreement
is based upon the  following  recitals  which are made a  material  part of this
Agreement:

     A.   Pursuant to the terms and conditions of a certain Amended and Restated
Secured Credit Agreement (the "Credit Agreement"),  dated as of August 11, 2005,
and made by and  between  Borrower,  Lenders and Agent,  Lenders  agreed to make
available  to  Borrower  the Term Loan  Commitment  in the amount of One Hundred
Million Dollars ($100,000,000), the Revolving Credit Commitment in the amount of
Fifteen Million Dollars  ($15,000,000),  and the Letter of Credit  Commitment in
the  amount  of  Seven  Million  Five  Hundred  Thousand  Dollars  ($7,500,000).
Capitalized terms not otherwise defined herein shall have the same meaning as in
the Credit Agreement.

     B.   To further  evidence  the indebtedness of Borrower to Lenders pursuant
to the Credit Agreement,  Borrower executed and delivered to  Lenders the Notes,
each dated August 11, 2005.

     C.   The   obligations of  Borrower  to  Lenders  pursuant  to  the  Credit
Agreement and the Notes are further  evidenced,  secured and   guaranteed by the
Borrower Pledge  Agreement,  San Francisco Company  Guaranty and  San  Francisco
Company   Security  Agreement (the foregoing,  with the Credit Agreement and the
Notes, are collectively  referred to as the "Loan Documents" and individually as
a "Loan Document").

     D.   Borrower and Lenders have  mutually agreed  to: (i) severally decrease
the Revolving  Credit  Commitment  to Ten Million  Dollars  ($10,000,000),  (ii)
severally decrease the Letter of Credit Commitment Amount to One Million Dollars
($1,000,000),  (iii) extend the term of each of the Revolving Credit Termination
Date and Letter of Credit  Termination Date, and (iv) amend the Credit Agreement
to effectuate  the foregoing and in certain other  respects,  all upon the terms
and conditions hereinafter set forth.

     NOW,  THEREFORE,  in consideration of the recitals and the mutual covenants
and agreements contained herein, and for other good and valuable  consideration,
the receipt  and  sufficiency  of which are hereby  acknowledged,  Borrower  and
Lenders  hereby  agree as  follows,  notwithstanding  anything  to the  contrary
contained in the Loan Documents:

     1.   Affirmation  of  Recitals.   The  recitals  are  true  and correct and
          -------------------------
incorporated herein by this reference.

     2.   Outstanding  Principal  Balance.  As  of  August  10,  2006,  (i)  the
          -------------------------------
aggregate  outstanding  principal  balance the Revolving  Loans was Zero Dollars
($0.00),  (ii) the aggregate outstanding principal balance of all Term Loans was
$85,000,000,  and (iii) the aggregate  amount of  outstanding  Letters of Credit
(including  matured  but  unsatisfied  Obligations  of  Reimbursement)  was Nine
Hundred Thousand Dollars ($900,000).  Borrower hereby stipulates and agrees that
the  foregoing  balances  are true and correct and that such amounts are due and
owing in accordance  with the terms of the Loan Documents and are not subject to
any claim of offset or defense whatsoever.
<PAGE>

     3.   Amendments.  Effective upon the date  each of  the conditions provided
          ----------
for in Sections 6 and 7 hereof  shall have either been  satisfied  or  expressly
waived in writing by Lenders and Agent (the  "Amendment  Effective  Date"),  the
Credit Agreement is amended in the following respects:

          (a)      Section 1.1 is amended as follows:

                   (1)   The defined term "Commitments" shall be amended, in its
                   entirety, to read as follows:

                   "Commitments" means  the several (i) Term Loan Commitments of
                   the  Lenders in the aggregate  original  principal  amount of
                   One  Hundred  Million  Dollars   ($100,000,000);   and   (ii)
                   Revolving  Credit  Commitments  of  Lenders in the  aggregate
                   principal  amount  of Ten Million Dollars  ($10,000,000),  as
                   such  amount  may be adjusted  from time to time  pursuant to
                   Section  5.3.  When  used  with  reference  to  a  particular
                   Lender,  "Commitment" means that Lender's obligation to  make
                   Advances  in  aggregate   amounts  equal  to  its  Term   and
                   Revolving Credit Commitment Amounts.

                   (2)   The defined term "Letter of  Credit  Commitment Amount"
                   shall  be   amended   by   substituting   for   the   figures
                   "$7,500,000"  the  words and  figures  "One  Million  Dollars
                   ($1,000,000)."

                   (3)   The defined  term "Letter of Credit  Termination  Date"
                   shall be amended by  substituting  for  the date  "August 10,
                   2006" the date "August 8, 2007."

                   (4)   The defined term "Revolving Credit  Termination  Date,"
                   shall  be  amended  by  substituting  for  the  date  "August
                   August 10, 2006" the date "August 8, 2007."

                   (5)   The  defined  term  "Total  Revolving  Loan  Commitment
                   Amount" shall be amended by substituting  for the  words  and
                   figures "Fifteen Million Dollars ($15,000,000)" the words and
                   figures "Ten Million Dollars ($10,000,000)."

          (b)      Section 4.1(a) shall be amended, in its entirety,  to read as
                   follows:

          "for each Revolving Loan,  Term Loan, or Obligation of  Reimbursement,
          at all times and to the extent the  Eurodollar  Rate is not applicable
          thereafter, the Floating Rate."

          (c)      Section 4.1(b) shall be amended, in its entirety,  to read as
                   follows:

          "for  each  Revolving  or Term Loan to which  the  Eurodollar  Rate is
          applicable, the Eurodollar Rate; provided however that, in determining
          such  Eurodollar  Rate, the  applicable  Margin shall be determined in
          accordance with Section 4.7."

          (d)      Section 4.7 shall be amended,  in  its  entirety,  to read as
                   follows:

          "Generally.  The  Revolving  Loan  Margin,  the Term Loan  Margin  and
           ----------
          the L/C Margin, shall  be adjusted  each quarter on  the basis  of the
          Funded  Debt  Ratio  as at the end of the previous fiscal quarter,  in
          accordance with the following table:
<PAGE>
<TABLE>
<CAPTION>

          Funded                      Revolving Loan Margin      Term Loan Margin          L/C Margin
          Debt Ratio                    (in Basis Points)        (in Basis points)      (in Basis Points)
          ----------                    -----------------        -----------------      -----------------

<S>                                          <C>                       <C>                    <C>
          1.75 to 1.00 or more               100.0                     112.5                  112.5

          1.00 to 1.00 or more, but           87.5                     100.0                  100.0
          less than 1.75 to 1.00

          Less than 1.00 to 1.00              75.0                      87.5                   87.5
</TABLE>

          Reductions  and increases in the Margins will be made quarterly on the
          first day of the month  following  the date the  Borrower's  financial
          statements and Compliance  Certificate  required under Section 8.1 are
          due.  Notwithstanding  the  foregoing,  (i) if the  Borrower  fails to
          deliver any  financial  statements  or  Compliance  Certificates  when
          required  under  Section 8.1, the Agent may (and,  upon request of the
          Required  Lenders,  shall),  by notice to the  Borrower,  increase the
          Margins to the  highest  rates set forth  above until such time as the
          Agent  has  received  all such  financial  statements  and  Compliance
          Certificates, and (ii) no reduction in any of the Margins will be made
          if a Default or an Event of Default has occurred and is  continuing at
          the time that such reduction would otherwise be made.

          (e)     Section  5.1 shall  be amended by  substituting  for the words
          and figures "20.0 basis  points  (0.200%)" the words and figures "17.5
          basis points (0.175%)."

          (f)     Section 5.2(c) shall  be amended by substituting for the words
          and figures  "20.0 basis points  (0.200%)" the words and figures "17.5
          basis points (0.175%)."

          (g)     Section 5.3  shall  be amended,  in its  entirety,  to read as
          follows:

          Section 5.3    Termination,    Reduction,   or    Increase   of    the
                         -------------------------------------------------------
          Revolving Credit Commitments.
          ----------------------------

                  5.3.1  Termination  or   Reduction  of   the  Revolving Credit
                         -------------------------------------------------------
          Commitments.  The Borrower may at any time and from time to time  upon
          -----------
          ten  (10)  calendar   days'  prior  notice  to  the  Agent permanently
          terminate  the  entire  Revolving  Credit  Commitment  or  permanently
          reduce such Commitment in part,  without penalty  or premium, provided
          that (i) such  Commitments  may  not be  terminated while any Advances
          remain outstanding, (ii) each partial reduction shall be in the amount
          of $1,000,000 or a multiple thereof,  (iii) any partial  reduction  of
          such  Commitments  shall be pro rata as to each Lender  in  accordance
          with that Lender's Percentage, and (iv) no reduction shall reduce such
          Commitments  to  an  amount  less  than  the  aggregate  amount of the
          Advances outstanding at the time.

                  5.3.2  Increase of the Revolving Credit Commitments.
                         --------------------------------------------

                  (a)    The Borrower may, at its election at  any  time or from
          time  to  time after  August 10,  2006,  and prior to thirty (30) days
          before  the  Revolving  Credit  Termination  Date,  increase the Total
          Revolving Loan Commitment Amount; provided and subject to the  express
          conditions precedent that: (i) each proposed increase in the Revolving
          Credit Commitment Amount of any Lender shall be subject to the written
          consent of such Lender (it being  expressly  agreed and  understood by
          the  Borrower  that no Lender has  agreed or  committed  or  otherwise
          undertaken  to  agree or  commit  to  increase  the  Revolving  Credit
          Commitment Amount of such Lender above such Lender's  Revolving Credit
          Commitment  Amount as in effect on August 10,  2006,  and set forth on
          Exhibit  B),  (ii) each such  increase  of the  Total  Revolving  Loan
          Commitment  Amount shall be in an amount that is an integral  multiple
          of Five  Million  Dollars  ($5,000,000)  and not less than Ten Million
          Dollars  ($10,000,000),  (iii)  the  Borrower  shall  not  request  to
          increase the Total Revolving Loan  Commitment  Amount if, after giving
          effect  to  any  permanent  reduction  of  the  Total  Revolving  Loan
          Commitment  Amount in accordance  with Section  5.3.1,  the sum of the

<PAGE>

          Total  Revolving  Loan  Commitment  Amount would exceed Fifty  Million
          Dollars ($50,000,000), (iv) the Borrower shall not request to increase
          the Total  Revolving Loan  Commitment  Amount more than twice,  (v) no
          Default or Event of Default  shall have  occurred and be continuing at
          the time of such increase or as a result of such  increase,  (vi) each
          increase of the Total  Revolving  Loan  Commitment  Amount may be made
          ratably among the Lenders participating in such increase in accordance
          with  their  respective  Percentages,  or may be made  in  such  other
          increments  satisfactory to each such Lender,  in each case subject to
          the written  consent of each such  Lender,  and (vii)  notwithstanding
          Article XII hereof,  additional  Persons may become Lenders under this
          Agreement to accommodate such increase,  subject to the consent of the
          Borrower and the Agent, such consent not to be unreasonably  withheld,
          conditioned or delayed.

                   (b)   The  Borrower shall  notify the Agent in writing of any
          request to increase the Total Revolving Loan  Commitment  Amount under
          this  Section  5.3.2 at least  thirty  (30) days prior to the  desired
          effective  date of such  increase,  specifying  such  election and the
          effective date thereof, in the form of Exhibit M. Such notice shall be
          accompanied  by the  resolutions  of the  board  of  directors  of the
          Borrower and The San Francisco  Company  approving such  increase,  as
          certified by the  Secretary or an Assistant  Secretary of the Borrower
          and The San  Francisco  Company.  Within five (5) Bank  Business  Days
          after  receipt of any such notice,  the Agent shall advise the Lenders
          of the contents  thereof.  Each Lender  shall have the option,  in its
          sole  discretion,  to subscribe for its  Percentage of such  requested
          increase.  The  Lenders  shall  respond in  writing to the  Borrower's
          request  through  the Agent  within ten (10) Bank  Business  Days from
          notification by the Agent of the Borrower's request for increase.  Any
          Lender  not  responding  within ten (10) Bank  Business  Days shall be
          deemed to have declined to participate  in the Borrower's  request for
          increase to the Total Revolving Loan Commitment  Amount. At the option
          of the Borrower,  any part of the increase in the Total Revolving Loan
          Commitment  Amount  not so  subscribed  may be  assumed by one or more
          existing  Lenders  or  assumed by  another  financial  institution  or
          institutions  designated by the Borrower and acceptable to each Lender
          and the  Agent,  which  consent  shall not be  unreasonably  withheld,
          conditioned or delayed,  upon submission of the notice to Agent in the
          form of Exhibit N, in the case of an existing Lender, or Exhibit O, in
          the  case of a new  lender.  Each  notice  delivered  by the  Borrower
          pursuant to this Section 5.3.2 shall be irrevocable.

                   (c)   If the Total Revolving Credit Amount shall be increased
          as  provided at this  Section  5.3.2,  before  there shall be made any
          Advance that would cause the  Revolving  Loans by any Lender to exceed
          such Lender's  Revolving Loan  Commitment  Amount (as the same existed
          immediately  before such  increase),  the Borrower  shall  execute and
          deliver  to  such  Lender  a  Revolving  Note  in the  amount  of such
          increase, as well as deliver payment for all Agent Fees required under
          that certain Fee Letter, by and between Agent and the Borrower,  dated
          as of July 10, 2006.

          (h)      Exhibit B of the Credit Agreement shall be  amended,  in  its
          entirety, to read in the same form as Exhibit A to this Agreement.

          (i)      Following Exhibit L  of  the Credit Agreement, Exhibits B, C,
          and D to this Agreement shall be inserted, it being intended that  the
          same  shall  serve as  Exhibits  M, N, and O of the  Credit Agreement,
          respectively.

          (j)      Schedules  7.4,  7.7,  and  9.2 of the Credit Agreement shall
          be amended, in their entirety,  to read in the same form as Exhibit E,
          F, and G, respectively, to this Agreement.
<PAGE>

     4.   Other Provisions of Loan  Documents.   The  Loan Documents are and (as
          -----------------------------------
 modified  and  amended  hereby) shall remain in full  force and effect, and all
 of the terms and provisions of the Loan Documents  (as so modified and amended)
 are hereby  ratified and  reaffirmed in all respects.  As hereinafter  used  in
 this  Agreement,  "Loan  Documentation"  shall   mean  the  Loan  Documents  as
 modified and amended by this   Agreement.  All of the  Collateral  shall remain
 subject  to  the  liens, charges and encumbrances  of  the  Loan  Documents and
 nothing herein contained, and nothing done pursuant hereto,  shall  affect  the
 liens  or  encumbrances  of  the  Loan  Documents, or the priority thereof with
 respect to other liens or encumbrances,  or  release or affect the liability of
 any party or  parties whomsoever who may now or hereafter be liable under or on
 account of the Loan Documents.

     5.   Expenses.  Borrower shall pay all of Agent's  reasonable out-of-pocket
          --------
costs,   expenses,  fees   and   charges  incurred   in   connection   with  the
preparation,  negotiation,  and execution of this Agreement,  including, without
limitation, all of Agent's reasonable attorneys' fees and disbursements. Failure
by Borrower to pay any such  amounts  upon demand by Agent shall  constitute  an
Event of Default.  If Borrower  fails to pay any such  expenses on demand,  then
Agent shall have the right to pay such  expenses  and the same shall  constitute
additional  indebtedness of Borrower to Agent evidenced,  secured and guaranteed
by the Loan Documents.

     6.   Borrower's Representations and Warranties.  Borrower hereby represents
          -----------------------------------------
and warrants to and covenants  with Lenders,  as  of the date of this Agreement,
as follows:

          (a)  The security  interests  granted  under the Loan  Documents  have
               been,  are, and shall remain  valid  first,  prior and  paramount
               liens on the Collateral,  enjoying the same or superior  priority
               with  respect to other  claims upon the  Collateral  as prevailed
               prior to the execution of this Agreement;

          (b)  No Default or Event of Default has occurred and is  continuing on
               the  date  of  this  Agreement  or  shall  have  occurred  and be
               continuing on the Amendment Effective Date; and

          (c)  All  resolutions,  authorizations  or  consents  on the  part  of
               Borrower  which are necessary for Borrower to execute and deliver
               this Agreement and to be bound by the provisions hereof have been
               obtained and are in full force and effect on the date hereof, and
               this  Agreement   constitutes   the  legal,   valid  and  binding
               obligation of the Borrower and is enforceable in accordance  with
               the terms hereof.

Borrower acknowledges that Lenders have relied on the foregoing  representations
and warranties in entering into this  Agreement.  In the event Borrower has made
any material  misrepresentation  to Lenders in connection  with this  Agreement,
such  misrepresentation  shall  constitute  an Event of  Default  under the Loan
Documents.
<PAGE>

     7.   Conditions   to    Effectiveness. All of (i) the agreements of Lenders
          --------------------------------
herein, (ii) the obligation of  Lenders  to hereafter  make  any  Advances,  and
(iii) the   obligation  of  Agent  to  hereafter  issue any letter of credit are
subject to and conditioned  upon  the Agent having received (or there shall have
been satisfied or waived) on or before August 10, 2006 (the "Closing Date"), all
of the following, each item to be delivered dated (unless  otherwise  indicated)
as of the  date  hereof,  and  each  in form  and substance satisfactory to each
Lender:

     (a)  This Agreement duly executed by Borrower.

     (b)  Counterpart  copies  of this  Agreement  duly  executed  by all of the
          Lenders.

     (c)  Acknowledgement  and Consent hereto duly executed by The San Francisco
          Company.

     (d)  The Notes with respect to the Total Revolving Loan Commitment  Amount,
          in  amounts  consistent  with  those  set  forth in  Exhibit A hereto,
          properly executed on behalf of the Borrower.

     (e)  Current  searches of appropriate  filing  offices  showing that (i) no
          state or  federal  tax  liens  have been  filed  and  remain in effect
          against any of the Borrower,  First Bank or The San Francisco Company,
          (ii) no  financing  statements  have been  filed and  remain in effect
          against any of the Borrower,  First Bank or The San Francisco Company,
          except  financing  statements  perfecting  only Liens  permitted under
          Section 9.1 of the Credit Agreement and (iii) no judgment liens are in
          effect  against any of the Borrower or First Bank or The San Francisco
          Company.

     (f)  Separate  certificates  of the secretaries of the Borrower and The San
          Francisco  Company  certifying,  in the case of each such corporation,
          (i) that the execution, delivery and performance of this Agreement and
          all other documents  contemplated  hereunder to which such corporation
          is a party  have been duly  approved  by all  necessary  action of the
          Board of Directors of such corporation, and attaching true and correct
          copies of the applicable resolutions granting such approval, (ii) that
          attached  to such  certificate  are true  and  correct  copies  of the
          articles of  incorporation  and bylaws of such  corporation,  together
          with  such  copies,  and  (iii)  the  names  of the  officers  of such
          corporation  who are  authorized to sign this  Agreement and all other
          documents contemplated hereunder to which such corporation is a party,
          including, with respect to the Borrower, requests for Advances and L/C
          Applications,  together with the true signatures of such officers. The
          Agent and the Lenders may  conclusively  rely on each such certificate
          until they shall  receive a further  certificate  of the  Secretary or
          Assistant  Secretary  of  the  applicable   corporation  canceling  or
          amending the prior  certificate  and  submitting the signatures of the
          officers named in such further certificate.

     (g)  Certificates  of  good  standing  of  each  of the  Borrower,  The San
          Francisco Company and First Bank, each dated not more than twenty (20)
          days before the date of this Agreement.

     (h)  A signed  copy of an opinion of counsel for the  Borrower  and The San
          Francisco Company,  addressed to the Lenders as to matters referred to
          in Sections 7.1,  7.2, 7.3, and 7.7 of the Credit  Agreement as if the

<PAGE>

          representation  set forth therein were made as of the date hereof, and
          as to such other matters as the Lenders may reasonably  request,  with
          that opinion being subject to customary  assumptions  and  limitations
          and  reasonably  acceptable to each Lender's  counsel.  In the case of
          Section 7.7, the opinion may be to the best knowledge of such counsel,
          and, in the case of Section 7.7,  insofar as it relates to enforcement
          of remedies, it may be subject to applicable  bankruptcy,  insolvency,
          reorganization  or similar  laws  affecting  the  rights of  creditors
          generally from time to time, and to usual equity principles.

     (i)  Certificates  representing,  in the  aggregate,  all of the issued and
          outstanding  capital stock of The San Francisco  Company and one blank
          stock power executed by Borrower for each such certificate.

     (j)  Certificates  representing,  in the  aggregate,  all of the issued and
          outstanding  capital  stock of First  Bank and one blank  stock  power
          executed by The San Francisco Company for each such certificate.

     (k)  The  representations  and  warranties  contained in Article VII of the
          Credit  Agreement  shall be true and correct as of the  Closing  Date,
          except as specifically amended hereunder.

     (l)  Agent shall have received full payment of all fees owed by Borrower to
          Agent that are required  hereunder,  as well as those fees as provided
          for in that certain Fee Letter, by and between Agent and the Borrower,
          dated as of July 10, 2006.

     (m)  Amended  Schedules  7.4, 7.7, and 9.2 to the Credit  Agreement so that
          such Schedules are true and correct as of the Closing Date.

     8.   Miscellaneous.  This  Agreement  shall  be  binding  upon Borrower and
          -------------
Lenders, and their respective heirs,  personal  representatives,  successors and
assigns. This Agreement may be executed in several  counterparts,  each of which
shall be deemed an original and all of such counterparts,  taken together, shall
constitute one and the same agreement, even though all of the parties hereto may
not have executed the same  counterpart of this  Agreement.  If any provision of
this Agreement  shall be unlawful,  then such provision  shall be null and void,
but the remainder of this Agreement shall remain in full force and effect and be
binding on the parties.  This Agreement and the Loan Documents referenced herein
contain all of the  agreements of the parties  relative to the subject matter of
this Agreement.  Any prior agreements or commitments of Lenders, whether oral or
written,  relating to the subject  matter of this  Agreement  not  expressly set
forth herein or in the exhibits hereto (if any) are null and void and superseded
in their entirety by the provisions hereof. This Agreement shall be binding upon
the execution and delivery of this Agreement by the last party to sign.

     9.   No Oral Agreements.   This  notice  is  provided  pursuant  to Section
          ------------------
432.045, R.S.Mo. As used herein,  "Creditor" means Bank and "this writing" means
this Agreement and all the other Loan Documents.  ORAL AGREEMENTS OR COMMITMENTS
TO LOAN MONEY,  EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING  REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE,  REGARDLESS
OF THE LEGAL  THEORY  UPON WHICH IT IS BASED  THAT IS IN ANY WAY  RELATED TO THE
CREDIT   AGREEMENT.   TO  PROTECT   YOU   (BORROWER)   AND  US   (LENDER)   FROM
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  WE REACH  COVERING  SUCH
MATTERS ARE  CONTAINED IN THIS  WRITING,  WHICH IS THE  COMPLETE  AND  EXCLUSIVE
STATEMENT OF THE  AGREEMENT  BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.



<PAGE>



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

Address:                                   FIRST BANKS, INC., a Missouri
600 James S. McDonnell Blvd.               corporation
Mail Code M1-199-014
Hazelwood, Missouri 63042                  By: /s/ Allen H. Blake
Attention:  Allen H. Blake                    ----------------------------------
Telecopier:  (314) 592-6621                Printed Name: Allen H. Blake
                                           Title: President and
                                                  Chief Executive Officer

(SEAL)


                           ACKNOWLEDGEMENT AND CONSENT

     The San Francisco Company hereby acknowledges and consents to the above and
foregoing First Amendment to the Amended and Restated  Secured Credit  Agreement
dated August 10, 2006, and agrees that any and all of its  obligations  under or
on  account  of the Loan  Documents  are and  remain in full  force  and  effect
unaffected by or on account of said First  Amendment to the Amended and Restated
Secured Credit Agreement, all as of August 10, 2006.

                                           THE SAN FRANCISCO COMPANY, a Delaware
                                           Corporation

                                           By: /s/ Allen H. Blake
                                              ----------------------------------
                                           Printed Name: Allen H. Blake
(SEAL)                                     Title: Executive Vice President


















































                  (Signature Page to the Agreement Page 1 of 9)

<PAGE>





Address:                                   WELLS FARGO BANK, NATIONAL
MAC N2790-142                               ASSOCIATION, as Agent
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105                  By: /s/ Holly Rieser
Attention:  Holly Rieser                      ----------------------------------
Telecopier:  (314) 726-3173                   Its: Vice President
                                                  ------------------------------








































































                 (Signature Page to the Agreement Page 2 of 9)


<PAGE>




Address:                                   WELLS FARGO BANK, NATIONAL
MAC N2790-142                               ASSOCIATION, as Lender
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105                  By: /s/ Holly Rieser
Attention:  Holly Rieser                      ----------------------------------
Telecopier:  (314) 726-3173                   Its: Vice President
                                                  ------------------------------









































































                 (Signature Page to the Agreement Page 3 of 9)
<PAGE>






Address:                                   JP MORGAN CHASE BANK, N.A.
Commercial Banking
JP Morgan Chase
IL1-1110                                   By: /s/ Kristin Paszcak
120 South LaSalle, 3rd Floor                  ----------------------------------
Chicago, Illinois 60603
Attention:  Kristin Paszcak                   Its: Assistant Vice President
Telecopier:  (312) 661-9511                       ------------------------------





































































                 (Signature Page to the Agreement Page 4 of 9)
<PAGE>





Address:                                   LASALLE BANK NATIONAL ASSOCIATION
One North Brentwood, Suite 950
Clayton, Missouri 63105                    By: /s/ Robert J. Mathias
Attention:  Robert J. Mathias                 ----------------------------------
Telecopier:  (314) 621-1612                   Its: Senior Banker
                                                  ------------------------------








































































                 (Signature Page to the Agreement Page 5 of 9)

<PAGE>






Address:                                   THE NORTHERN TRUST COMPANY
50 South LaSalle Street, L-09
Chicago, Illinois 60603                    By: /s/ Lisa McDermott
Attention:  Lisa McDermott                    ----------------------------------
Telecopier:  (312) 444-4906                   Its: Vice President
                                                  ------------------------------








































































               (Signature Page to the Agreement Page 6 of 9)
<PAGE>






Address:                                   UNION BANK OF CALIFORNIA, N.A.
445 South Figureroa Street
Los Angeles, California 90071              By: /s/ Dennis A. Cattell
Attention:  Dennis A. Cattell                 ----------------------------------
Telecopier:  (213) 236-5548                   Its: Vice President
                                                  ------------------------------







































































                  (Signature Page to the Agreement Page 7 of 9)
<PAGE>






Address:                                   FIFTH THIRD BANK (CHICAGO)
222 South Riverside Plaza, 33rd Floor
MD GRVR3B                                  By: /s/ John H. Kemper
Chicago, Illinois 60606                       ----------------------------------
Attention:  Patrick A. Horne                  Its: Vice President
Telecopier:  (312) 704-4378                       ------------------------------








































































                 (Signature Page to the Agreement Page 8 of 9)

<PAGE>






Address:                                   U.S. BANK NATIONAL ASSOCIATION
Correspondent Banking
One U.S. Bank Plaza                        By: /s/ Jaycee D. Green
Mailcode: SL-MO-T11S                          ----------------------------------
St. Louis, Missouri 63101                     Its: Vice President
Attention: Jaycee D. Greene, VP                   ------------------------------
Telecopier: (314)418-2173







































































                  (Signature Page to the Agreement Page 9 of 9)
<PAGE>

<TABLE>
<CAPTION>


                                                           Exhibit A


                                                           EXHIBIT B


                                                   LOAN COMMITMENT AMOUNTS

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
                                     Revolving
                                        Loan             Term Loan
            Name                     Commitment          Commitment        Percentage
                                       Amount              Amount            Amount                      Notice Address
------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
<S>                                <C>                 <C>                  <C>             <C>
Wells Fargo Bank, National         $2,653,061.21       $26,530,612.00       26.530612%      MAC N2790-142
     Association, as a Bank                                                                 100 South Hanley Road, Suite 1400
                                                                                            St. Louis, Missouri 63105
                                                                                            Attention: Holly Rieser
                                                                                            Telecopier:(314)-726-3173

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
JP Morgan Chase Bank, N.A.         $1,428,571.42       $14,285,714.00       14.285714%      Commercial Banking
                                                                                            JPMorgan Chase
                                                                                            IL1-1110
                                                                                            120 South LaSalle,
                                                                                                 3rd Floor
                                                                                            Chicago,IL 60603
                                                                                            Attention: Kristin Paszcak
                                                                                            Telecopier: (312) 661-9511

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
LaSalle Bank National              $1,428,571.42       $14,285,714.00       14.285714%      One North Brentwood, Suite 950
     Association                                                                            Clayton, Missouri 63105
                                                                                            Attention: Robert J. Mathias
                                                                                            Telecopier: (314) 621-1612

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
The Northern Trust Company          $816,326.51        $8,163,265.00         8.163265%      50 South LaSalle Street, L-09
                                                                                            Chicago, Illinois 60603
                                                                                            Attention: Lisa McDermott
                                                                                            Telecopier: (312) 444-4906

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
Union Bank of California, N.A.     $1,224,489.81       $12,244,898.00       12.244898%      445 South Figureroa Street
                                                                                            Los Angeles, California 90071
                                                                                            Attention: Dennis A. Cattell
                                                                                            Telecopier: (213) 236-5548

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
Fifth Third Bank (Chicago)         $1,020,408.21       $10,204,082.00       10.204082%      222 South Riverside Plaza,
                                                                                                 33rd Floor
                                                                                            MD GRVR3B
                                                                                            Chicago, IL 60606
                                                                                            Attention: Patrick A. Horne
                                                                                            Telecopier: (312) 704-4378

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
U.S. Bank National Association     $1,428,571.42       $14,285,714.00       14.285714%      Correspondent Banking
                                                                                            One U.S. Bank Plaza
                                                                                            Mailcode: SL-MO-T11S
                                                                                            St. Louis, MO   63101
                                                                                            Attention:  Jaycee D. Greene, VP
                                                                                            Telecopier:  (314) 418-8394

------------------------------- -------------------- ------------------- ------------------ ----------------------------------------
</TABLE>



<PAGE>

                                    Exhibit B

                                    EXHIBIT M

                         FORM OF REQUEST FOR INCREASE IN
                     TOTAL REVOLVING LOAN COMMITMENT AMOUNT

Wells Fargo Bank, N.A., Agent
Attention: Holly Rieser
MAC N2790-142
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105

Dear Ms. Rieser:

          Reference is made to the Amended and Restated Secured Credit Agreement
dated as of August 11, 2005 (as extended, renewed, amended or restated from time
to  time,  the  "Credit  Agreement"),   among  First  Banks,  Inc.,  a  Missouri
corporation  ("Borrower"),  the  Lenders  party  thereto,  and Wells Fargo Bank,
National Association,  in its separate capacity as the Agent. Terms used but not
otherwise defined herein are used herein as defined in the Credit Agreement.

          In accordance with Section 5.3.2 of the Credit Agreement, the Borrower
hereby  requests an increase in the aggregate  Total  Revolving Loan  Commitment
Amount from $_______________ to $_______________  (the "Increase"),  pursuant to
this "Request for Increase in the Total Revolving Loan Commitment  Amount." (The
Total  Revolving  Loan  Commitment  Amount may not exceed  $50,000,000;  minimum
aggregate  Increase is Ten  Million  Dollars  ($10,000,000)  and  thereafter  in
multiples of Five Million Dollars ($5,000,000).) The requested effective date of
the Increase is ____________________ (at least 30 days from date of request).

          The  Borrower  hereby  certifies  that as of the date  hereof  and the
effective date of the Increase:

               (a) attached hereto as Exhibit A is a true,  complete and correct
          copy of the resolutions, duly adopted by the board of directors of the
          Borrower and certified by the [Secretary] [Assistant Secretary] of the
          Borrower,  authorizing the Increase and such resolutions have not been
          amended,  modified,  rescinded or revoked  since their  adoption,  and
          remain in full force and effect;

               (b) all  the  representations  and  warranties  contained  in the
          Credit  Agreement are true and correct on and as of such date with the
          same effect as though made on such date; and

               (c) no Default,  Event of Default,  or event or condition  which,
          with the  giving  of any  notice  and/or  the  passage  of time  would
          constitute  a  Default  or  Event  of  Default,  has  occurred  and is
          continuing, and none will occur as a result of the Increase.

          Dated as of ________________________, 200__.

          BORROWER:                            FIRST BANKS, INC.

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

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

<PAGE>

                           ACKNOWLEDGEMENT AND CONSENT

          The San  Francisco  Company  hereby  acknowledges  and consents to the
above and foregoing  Request for Increase in the Total Revolving Loan Commitment
Amount, dated as of ________________________, 200__, and agrees that any and all
of its  obligations  under or on account of the Loan Documents are and remain in
full force and effect  unaffected  by or on account of the Amended and  Restated
Secured  Credit  Agreement,  all as of August 11, 2005,  as amended by the First
Amendment to the Amended and Restated Secured Credit Agreement, as of August 10,
2006.

                                               THE SAN FRANCISCO COMPANY,
                                               a Delaware Corporation

                                               By:
                                                  ------------------------------
                                               Printed Name:
                                                            --------------------
(SEAL)                                         Title:
                                                     ---------------------------






<PAGE>




                                    Exhibit C

                                    EXHIBIT N

                     FORM OF REQUEST FOR CONSENT TO INCREASE

Wells Fargo Bank, N.A., Agent
Attention: Holly Rieser
MAC N2790-142
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105

Dear Ms. Rieser:

          We hereby refer to the Amended and Restated  Secured Credit  Agreement
dated as of August 11, 2005 (as extended, renewed, amended or restated from time
to  time,  the  "Credit  Agreement"),   among  First  Banks,  Inc.,  a  Missouri
corporation  ("Borrower"),  the  Lenders  party  thereto,  and Wells Fargo Bank,
National Association,  in its separate capacity as the Agent. Terms used but not
otherwise defined herein are used herein as defined in the Credit Agreement.

          In accordance  with Section 5.3.2 of the Credit  Agreement,  we hereby
give you notice of, and  request  your  consent  to, the  assumption  by [insert
Lender  name]  (the  "Increasing  Lender"),  a Lender,  on  [insert  date] of an
increased Revolving Credit Commitment Amount in the amount of  $_______________,
pursuant to this "Request for Consent to Increase."

          IN WITNESS WHEREOF, the Borrower and the Increasing Lender have caused
this  request to be  executed by their  respective  duly  authorized  officials,
officers or agents as of ________________________, 200__.

          BORROWER:                            FIRST BANKS, INC.

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

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


          INCREASING LENDER:
                                               By:
                                                  ------------------------------

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





<PAGE>


                           ACKNOWLEDGEMENT AND CONSENT

         The San Francisco Company hereby acknowledges and consents to the above
and    foregoing    Request   for   Consent   to    Increase,    dated   as   of
________________________,  200__, and agrees that any and all of its obligations
under or on  account  of the Loan  Documents  are and  remain in full  force and
effect  unaffected by or on account of the Amended and Restated  Secured  Credit
Agreement,  all as of August 11, 2005, as amended by the First  Amendment to the
Amended and Restated Secured Credit Agreement, as of August 10, 2006.

                                               THE SAN FRANCISCO COMPANY,
                                               a Delaware Corporation

                                               By:
                                                  ------------------------------
                                               Printed Name:
                                                            --------------------
(SEAL)                                         Title:
                                                     ---------------------------




<PAGE>




                                    Exhibit D

                                    EXHIBIT O

                      FORM OF REQUEST FOR ADDITIONAL LENDER

Wells Fargo Bank, N.A., Agent
Attention: Holly Rieser
MAC N2790-142
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105

Dear Ms. Rieser:

          We hereby refer to the Amended and Restated  Secured Credit  Agreement
dated as of August 11, 2005 (as extended, renewed, amended or restated from time
to  time,  the  "Credit  Agreement"),   among  First  Banks,  Inc.,  a  Missouri
corporation  ("Borrower"),  the  Lenders  party  thereto,  and Wells Fargo Bank,
National Association,  in its separate capacity as the Agent. Terms used but not
otherwise defined herein are used herein as defined in the Credit Agreement.

          In accordance  with Section 5.3.2 of the Credit  Agreement,  we hereby
give you notice of, and  request  your  consent  to, the  assumption  on [insert
date],  by [insert  new Lender  name] (the  "Additional  Lender") of a Revolving
Credit  Commitment Amount in the amount of $____________ and all related rights,
benefits,  obligations,  liabilities  and  indemnities  of a Lender under and in
connection with the Credit  Agreement,  pursuant to this "Request for Additional
Lender."

          After giving effect to such  assumption,  the Additional  Lender shall
have ___% of the aggregate amount of the Total Revolving Loan Commitment Amount,
or $__________.

          The Additional  Lender agrees that,  upon receiving the consent of the
Agent to such  assumption,  the Additional  Lender will be bound by the terms of
the Credit Agreement as fully and to the same extent as if the Additional Lender
were a Lender originally holding such interest in the Credit Agreement.

          Attached to this Request for  Additional  Lender as  Attachment A is a
completed administrative  questionnaire,  in the form supplied by Agent, setting
forth the administrative details for the Additional Lender.

          IN WITNESS WHEREOF, the Borrower and the Additional Lender have caused
this  request to be  executed by their  respective  duly  authorized  officials,
officers or agents as of ________________________, 200__.

         BORROWER:                             FIRST BANKS, INC.

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

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

         ADDITIONAL LENDER:
                                               By:
                                                    ----------------------------

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



<PAGE>

                           ACKNOWLEDGEMENT AND CONSENT

          The San  Francisco  Company  hereby  acknowledges  and consents to the
above   and   foregoing   Request   for   Additional   Lender,   dated   as   of
________________________,  200__, and agrees that any and all of its obligations
under or on  account  of the Loan  Documents  are and  remain in full  force and
effect  unaffected by or on account of the Amended and Restated  Secured  Credit
Agreement,  all as of August 11, 2005, as amended by the First  Amendment to the
Amended and Restated  Secured Credit  Agreement,  as of August 10, 2006.

                                               THE SAN FRANCISCO COMPANY, a
                                               Delaware Corporation

                                               By:
                                                  ------------------------------
                                               Printed Name:
                                                            --------------------
(SEAL)                                         Title:
                                                     ---------------------------




<PAGE>

<TABLE>
<CAPTION>

                                                         Exhibit E

                                                       SCHEDULE 7.4
                                                       SUBSIDIARIES

             Subsidiary                                            Owner                 Ownership Percentage
             ----------                                            -----                 --------------------

<S>                                                          <C>                               <C>
     The San Francisco Company                               First Banks, Inc.                  100.00%

     First Bank Capital Trust                                First Banks, Inc.                  100.00%

     First Bank Statutory Trust                              First Banks, Inc.                  100.00%

     First Bank Statutory Trust II                           First Banks, Inc.                  100.00%

     First Bank Statutory Trust III                          First Banks, Inc.                  100.00%

     First Bank Statutory Trust IV                           First Banks, Inc.                  100.00%

     First Bank Statutory Trust V                            First Banks, Inc.                  100.00%

     First Bank Statutory Trust VI                           First Banks, Inc.                  100.00%

     First Preferred Capital Trust III                       First Banks, Inc.                  100.00%

     First Preferred Capital Trust IV                        First Banks, Inc.                  100.00%

     First Bank                                          The San Francisco Company              100.00%

     Bank of San Francisco Realty Investors, Inc.               First Bank                      100.00%

     First Bank Business Capital, Inc. (1)                      First Bank                      100.00%

     First Land Trustee Corp.                                   First Bank                      100.00%

     Missouri Valley Partners, Inc.                             First Bank                      100.00%

     Small Business Loan Source LLC                             First Bank                       51.00%

     Small Business Loan Source Funding Corp.                   First Bank                      100.00%

     Adrian N. Baker & Company                                  First Bank                      100.00%

     Universal Premium Finance Corporation                      First Bank                      100.00%

     UPAC of California, Inc.                                      UPAC                         100.00%

     ---------------
     (1) Formerly FB Commercial Finance, Inc. (Name change only)


</TABLE>


<PAGE>

                                    Exhibit F

                                  SCHEDULE 7.7
                                   LITIGATION




                                      None.

<PAGE>


                                    Exhibit G

                                  SCHEDULE 9.2
                                  INDEBTEDNESS

          On June 30, 2005,  Small Business Loan Source LLC ("SBLS LLC"),  which
is a 51.0% owned subsidiary of First Bank,  executed a Multi-Party  Agreement by
and among SBLS LLC,  First Bank,  Colson  Services  Corp.  and the United States
Small Business  Administration (the "SBA"), and a Loan and Security Agreement by
and among First Bank and the SBA  (collectively,  the Agreement) that provides a
$50.0 million warehouse line of credit for loan funding purposes.  The Agreement
provided for an initial  maturity  date of June 30, 2008,  which was extended on
June 15, 2006 by First Bank to June 30, 2009.  Interest is payable  monthly,  in
arrears,  on the  outstanding  balances  at a rate equal to First  Bank's  prime
lending rate.  Advances  under the  Agreement  are secured by the  assignment of
virtually  all of the assets of SBLS LLC.  The balance of  advances  outstanding
under the  Agreement  was  $33.8  million  at June 30,  2006.  Interest  expense
recorded  under the Agreement by SBLS LLC for the six months ended June 30, 2006
was $1.2 million.

          On May 31, 2006,  Universal Premium Acceptance  Corporation,  a wholly
owned subsidiary of First Bank, executed a Promissory Note payable to First Bank
that  provides  a $150.0  million  unsecured  revolving  line of credit for loan
funding and other general corporate purposes. The Promissory Note has a maturity
date  of  May  31,  2007.  Interest  is  payable  monthly,  in  arrears,  on the
outstanding  balances  at a varying  rate per annum  which is forth  (40)  basis
points less than the  Ninety-Day  London  Interbank  Offering  Rate (but may not
exceed the maximum rate of  non-usurious  interest  allowed from time to time by
law,  hereinafter  called the "Highest Lawful Rate"),  with  adjustments in such
varying rate to be made on the first day of each quarterly  period  beginning on
October 1, 2006, and adjustments due to changes in the Highest Lawful Rate to be
made on the effective date of any change in the Highest Lawful Rate. The balance
of advances outstanding under the Promissory Note was $122.2 million at June 30,
2006.  Interest  expense  recorded on the Promissory  Note by Universal  Premium
Acceptance Corporation for the six months June 30, 2006 was $430,000.

          On May 31, 2006, Adrian N. Baker & Company,  a wholly owned subsidiary
of First Bank,  executed a Promissory Note payable to First Bank that provides a
$1.0 million unsecured revolving line of credit for future acquisitions, if any,
and general corporate  purposes.  The Promissory Note has a maturity date of May
31, 2007. Interest is payable monthly,  in arrears, on the outstanding  balances
at a varying  rate per annum equal to First  Bank's  Prime Rate.  The balance of
advances  outstanding  under the Promissory  Note was $478,000 at June 30, 2006.
Interest  expense  recorded on the Promissory  Note by Adrian N. Baker & Company
for the six months June 30, 2006 was $6,000.