UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended March 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

               For the transition period from _______ to ________

                           Commission File No. 0-20632

                                FIRST BANKS, INC.
             (Exact name of registrant as specified in its charter)

            MISSOURI                                  43-1175538
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                   135 North Meramec, Clayton, Missouri   63105
               (Address of principal executive offices) (Zip code)

                                 (314) 854-4600
              (Registrant's telephone number, including area code)

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                          Yes     X        No
                              ---------       ---------

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act).

                          Yes              No     X
                              ---------       ---------

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practical date.

                                                         Shares Outstanding
             Class                                       at April 30, 2005
             -----                                       ------------------

 Common Stock, $250.00 par value                               23,661

<PAGE>

<TABLE>
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                                             FIRST BANKS, INC.

                                             TABLE OF CONTENTS





                                                                                                          Page
                                                                                                          ----
PART I.      FINANCIAL INFORMATION

   ITEM 1.   FINANCIAL STATEMENTS:

<S>                                                                                                         <C>
             CONSOLIDATED BALANCE SHEETS...............................................................     1

             CONSOLIDATED STATEMENTS OF INCOME.........................................................     2

             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                AND COMPREHENSIVE INCOME...............................................................     3

             CONSOLIDATED STATEMENTS OF CASH FLOWS.....................................................     4

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................................     5

   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS..............................................................    14

   ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................    30

   ITEM 4.   CONTROLS AND PROCEDURES...................................................................    31

PART II.     OTHER INFORMATION

   ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K..........................................................    32

SIGNATURE..............................................................................................    33

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                            PART I - FINANCIAL INFORMATION
                                            ITEM 1 - FINANCIAL STATEMENTS

                                                  FIRST BANKS, INC.

                                             CONSOLIDATED BALANCE SHEETS
                          (dollars expressed in thousands, except share and per share data)

                                                                                             March 31,  December 31,
                                                                                               2005         2004
                                                                                               ----         ----
                                                                                            (unaudited)

                                                       ASSETS
                                                       ------

Cash and cash equivalents:
<S>                                                                                        <C>            <C>
     Cash and due from banks.............................................................. $  160,089       149,605
     Short-term investments...............................................................     79,660       117,505
                                                                                           ----------     ---------
          Total cash and cash equivalents.................................................    239,749       267,110
                                                                                           ----------     ---------
Investment securities:
     Available for sale...................................................................  1,689,083     1,788,063
     Held to maturity (fair value of $24,894 and $25,586, respectively)...................     24,898        25,286
                                                                                           ----------     ---------
          Total investment securities.....................................................  1,713,981     1,813,349
                                                                                           ----------     ---------
Loans:
     Commercial, financial and agricultural...............................................  1,530,384     1,575,232
     Real estate construction and development.............................................  1,306,385     1,318,413
     Real estate mortgage.................................................................  3,118,422     3,061,581
     Consumer and installment.............................................................     52,178        54,546
     Loans held for sale..................................................................    154,590       133,065
                                                                                           ----------     ---------
          Total loans.....................................................................  6,161,959     6,142,837
     Unearned discount....................................................................     (5,513)       (4,869)
     Allowance for loan losses............................................................   (144,154)     (150,707)
                                                                                           ----------     ---------
          Net loans.......................................................................  6,012,292     5,987,261
                                                                                           ----------     ---------

Bank premises and equipment, net of accumulated depreciation and amortization.............    140,642       144,486
Goodwill..................................................................................    152,529       156,849
Bank-owned life insurance.................................................................    107,961       102,239
Deferred income taxes.....................................................................    132,551       127,397
Other assets..............................................................................     99,619       134,150
                                                                                           ----------     ---------
          Total assets.................................................................... $8,599,324     8,732,841
                                                                                           ==========     =========

                                                    LIABILITIES
                                                    -----------
Deposits:
     Noninterest-bearing demand........................................................... $1,237,776     1,194,662
     Interest-bearing demand..............................................................    881,621       875,489
     Savings..............................................................................  2,150,889     2,249,644
     Time deposits of $100 or more........................................................    817,816       807,220
     Other time deposits..................................................................  1,966,327     2,024,955
                                                                                           ----------     ---------
          Total deposits..................................................................  7,054,429     7,151,970
Other borrowings..........................................................................    556,009       594,750
Note payable..............................................................................      4,000        15,000
Subordinated debentures...................................................................    271,835       273,300
Deferred income taxes.....................................................................     27,948        34,812
Accrued expenses and other liabilities....................................................     79,895        62,116
                                                                                           ----------     ---------
          Total liabilities...............................................................  7,994,116     8,131,948
                                                                                           ----------     ---------
<PAGE>

                                                STOCKHOLDERS' EQUITY
                                                --------------------

Preferred stock:
     $1.00 par value, 5,000,000 shares authorized, no shares issued and outstanding.......         --            --
     Class A convertible, adjustable rate, $20.00 par value, 750,000
       shares authorized, 641,082 shares issued and outstanding...........................     12,822        12,822
     Class B adjustable rate, $1.50 par value, 200,000 shares authorized,
       160,505 shares issued and outstanding..............................................        241           241
Common stock, $250.00 par value, 25,000 shares authorized,
     23,661 shares issued and outstanding.................................................      5,915         5,915
Additional paid-in capital................................................................      5,910         5,910
Retained earnings.........................................................................    599,767       577,836
Accumulated other comprehensive loss......................................................    (19,447)       (1,831)
                                                                                           ----------     ---------
          Total stockholders' equity......................................................    605,208       600,893
                                                                                           ----------     ---------
          Total liabilities and stockholders' equity...................................... $8,599,324     8,732,841
                                                                                           ==========     =========

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>



                                                  FIRST BANKS, INC.

                                   CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
                           (dollars expressed in thousands, except share and per share data)

                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                            ----------------------
                                                                                               2005         2004
                                                                                               ----         ----

Interest income:
<S>                                                                                          <C>            <C>
     Interest and fees on loans.........................................................     $ 94,170       84,220
     Investment securities..............................................................       17,549       11,621
     Short-term investments.............................................................          509          286
                                                                                             --------     --------
          Total interest income.........................................................      112,228       96,127
                                                                                             --------     --------
Interest expense:
     Deposits:
       Interest-bearing demand..........................................................          888          967
       Savings..........................................................................        5,744        4,777
       Time deposits of $100 or more....................................................        5,354        2,956
       Other time deposits..............................................................       13,979        8,487
     Other borrowings...................................................................        3,300          644
     Note payable.......................................................................          138          105
     Subordinated debentures............................................................        4,746        3,538
                                                                                             --------     --------
          Total interest expense........................................................       34,149       21,474
                                                                                             --------     --------
          Net interest income...........................................................       78,079       74,653
Provision for loan losses...............................................................           --       12,750
                                                                                             --------     --------
          Net interest income after provision for loan losses...........................       78,079       61,903
                                                                                             --------     --------
Noninterest income:
     Service charges on deposit accounts and customer service fees......................        9,299        8,949
     Gain on loans sold and held for sale...............................................        4,516        4,229
     Bank-owned life insurance investment income........................................        1,260        1,343
     Investment management income.......................................................        2,026        1,544
     Other..............................................................................        4,000        4,494
                                                                                             --------     --------
          Total noninterest income......................................................       21,101       20,559
                                                                                             --------     --------
Noninterest expense:
     Salaries and employee benefits.....................................................       32,930       27,686
     Occupancy, net of rental income....................................................        5,239        4,637
     Furniture and equipment............................................................        4,024        4,413
     Postage, printing and supplies.....................................................        1,628        1,322
     Information technology fees........................................................        8,150        7,996
     Legal, examination and professional fees...........................................        2,371        1,563
     Amortization of intangibles associated with the purchase of subsidiaries...........        1,209          658
     Communications.....................................................................          509          465
     Advertising and business development...............................................        1,647        1,281
     Other..............................................................................        6,048        2,581
                                                                                             --------     --------
          Total noninterest expense.....................................................       63,755       52,602
                                                                                             --------     --------
          Income before provision for income taxes......................................       35,425       29,860
Provision for income taxes..............................................................       13,298       11,591
                                                                                             --------     --------
          Net income....................................................................       22,127       18,269
Preferred stock dividends...............................................................          196          196
                                                                                             --------     --------
          Net income available to common stockholders...................................     $ 21,931       18,073
                                                                                             ========     ========

Basic earnings per common share.........................................................     $ 926.87       763.81
                                                                                             ========     ========

Diluted earnings per common share.......................................................     $ 915.04       753.93
                                                                                             ========     ========

Weighted average shares of common stock outstanding.....................................       23,661       23,661
                                                                                             ========     ========

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                                                  FIRST BANKS, INC.

          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME - (UNAUDITED)
                  Three Months Ended March 31, 2005 and 2004 and Nine Months Ended December 31, 2004
                                (dollars expressed in thousands, except per share data)



                                                                                                               Accu-
                                                           Adjustable Rate                                    mulated
                                                           Preferred Stock                                     Other
                                                           ---------------                                    Compre-    Total
                                                         Class A                         Additional           hensive    Stock-
                                                         Conver-                 Common   Paid-In   Retained   Income   holders'
                                                          tible      Class B     Stock    Capital   Earnings   (Loss)    Equity
                                                          -----      -------     -----    -------   --------   ------    ------

<S>                                                       <C>           <C>      <C>      <C>        <C>       <C>      <C>
Consolidated balances, December 31, 2003.............    $12,822        241      5,915     5,910     495,714   29,213   549,815
                                                                                                                        -------
Three months ended March 31, 2004:
    Comprehensive income:
      Net income.....................................         --         --         --        --      18,269       --    18,269
      Other comprehensive income (loss), net of tax:
        Unrealized gains on securities...............         --         --         --        --          --    5,491     5,491
        Derivative instruments:
          Current period transactions................         --         --         --        --          --   (4,643)   (4,643)
                                                                                                                        -------
    Total comprehensive income.......................                                                                    19,117
    Class A preferred stock dividends,
        $0.30 per share..............................         --         --         --        --        (192)      --      (192)
    Class B preferred stock dividends,
        $0.03 per share..............................         --         --         --        --          (4)      --        (4)
                                                         -------        ---      -----     -----     -------  -------   -------
Consolidated balances, March 31, 2004................     12,822        241      5,915     5,910     513,787   30,061   568,736
                                                                                                                        -------
Nine months ended December 31, 2004:
    Comprehensive income:
      Net income.....................................         --         --         --        --      64,639       --    64,639
      Other comprehensive loss, net of tax:
        Unrealized losses on securities..............         --         --         --        --          --  (11,202)  (11,202)
        Reclassification adjustment for gains
          included net income........................         --         --         --        --          --     (167)     (167)
        Derivative instruments:
          Current period transactions................         --         --         --        --          --  (20,523)  (20,523)
                                                                                                                        -------
    Total comprehensive income.......................                                                                    32,747
    Class A preferred stock dividends,
        $0.90 per share..............................         --         --         --        --        (577)      --      (577)
    Class B preferred stock dividends,
        $0.08 per share..............................         --         --         --        --         (13)      --       (13)
                                                         -------        ---      -----     -----    --------  -------   -------
Consolidated balances, December 31, 2004.............     12,822        241      5,915     5,910     577,836   (1,831)  600,893
                                                                                                                        -------
Three months ended March 31, 2005:
    Comprehensive income:
      Net income.....................................         --         --         --        --      22,127       --    22,127
      Other comprehensive loss, net of tax:
        Unrealized losses on securities .............         --         --         --        --          --  (14,189)  (14,189)
        Derivative instruments:
          Current period transactions................         --         --         --        --          --   (3,427)   (3,427)
                                                                                                                        -------
    Total comprehensive income.......................                                                                     4,511
    Class A preferred stock dividends,
        $0.30 per share..............................         --         --         --        --        (192)      --      (192)
    Class B preferred stock dividends,
        $0.03 per share..............................         --         --         --        --          (4)      --        (4)
                                                         -------        ---      -----     -----     -------  -------   -------
Consolidated balances, March 31, 2005................    $12,822        241      5,915     5,910     599,767  (19,447)  605,208
                                                         =======        ===      =====     =====     =======  =======   =======


The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                  FIRST BANKS, INC.

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
                                          (dollars expressed in thousands)


                                                                                                Three Months Ended
                                                                                                     March 31,
                                                                                           --------------------------
                                                                                               2005           2004
                                                                                               ----           ----

Cash flows from operating activities:
<S>                                                                                         <C>              <C>
     Net income.........................................................................    $  22,127        18,269
     Adjustments to reconcile net income to net cash provided by
       operating activities:
       Depreciation and amortization of bank premises and equipment.....................        4,353         4,810
       Amortization, net of accretion...................................................        3,892         4,566
       Originations and purchases of loans held for sale................................     (291,932)     (251,421)
       Proceeds from sales of loans held for sale.......................................      243,422       221,196
       Provision for loan losses........................................................           --        12,750
       Provision for income taxes.......................................................       13,298        11,591
       Receipts (payments) of income taxes..............................................        3,044           (63)
       Decrease in accrued interest receivable..........................................        2,059         2,891
       Interest accrued on liabilities..................................................       34,149        21,474
       Payments of interest on liabilities..............................................      (34,451)      (21,581)
       Gain on loans sold and held for sale.............................................       (4,516)       (4,229)
       Gain on sales of branches, net of expenses.......................................           --          (390)
       Other operating activities, net..................................................        6,596         1,801
                                                                                            ---------     ---------
          Net cash provided by operating activities.....................................        2,041        21,664
                                                                                            ---------     ---------

Cash flows from investing activities:
     Maturities of investment securities available for sale.............................      190,348       115,532
     Maturities of investment securities held to maturity...............................          580         1,012
     Purchases of investment securities available for sale..............................      (99,249)     (318,293)
     Purchases of investment securities held to maturity................................         (210)         (100)
     Net decrease (increase) in loans...................................................       23,145       (15,460)
     Recoveries of loans previously charged-off.........................................        6,083         6,164
     Purchases of bank premises and equipment...........................................       (3,188)       (4,449)
     Other investing activities, net....................................................        2,437        11,255
                                                                                            ---------     ---------
          Net cash provided by (used in) investing activities...........................      119,946      (204,339)
                                                                                            ---------     ---------

Cash flows from financing activities:
     (Decrease) increase in demand and savings deposits.................................      (49,509)      105,784
     Decrease in time deposits..........................................................      (49,902)       (5,602)
     Decrease in Federal Home Loan Bank advances........................................       (6,000)           --
     (Decrease) increase in securities sold under agreements to repurchase..............      (32,741)      144,535
     Repayments of note payable.........................................................      (11,000)      (12,500)
     Cash paid for sales of branches, net of cash and cash equivalents sold.............           --        (6,724)
     Payment of preferred stock dividends...............................................         (196)         (196)
                                                                                            ---------     ---------
          Net cash (used in) provided by financing activities...........................     (149,348)      225,297
                                                                                            ---------     ---------
          Net (decrease) increase in cash and cash equivalents..........................      (27,361)       42,622
Cash and cash equivalents, beginning of period..........................................      267,110       213,537
                                                                                            ---------     ---------
Cash and cash equivalents, end of period................................................    $ 239,749       256,159
                                                                                            =========     =========

Noncash investing and financing activities:
     Loans transferred to other real estate.............................................    $     357         1,480
                                                                                            =========     =========

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

<PAGE>


                                FIRST BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)      BASIS OF PRESENTATION

         The  consolidated   financial  statements  of  First  Banks,  Inc.  and
subsidiaries  (First Banks or the Company) are  unaudited  and should be read in
conjunction with the  consolidated  financial  statements  contained in the 2004
Annual Report on Form 10-K.  The  consolidated  financial  statements  have been
prepared in accordance with U.S.  generally accepted  accounting  principles and
conform to  predominant  practices  within the banking  industry.  Management of
First  Banks has made a number of  estimates  and  assumptions  relating  to the
reporting of assets and liabilities and the disclosure of contingent  assets and
liabilities to prepare the consolidated  financial statements in conformity with
U.S. generally accepted accounting principles.  Actual results could differ from
those estimates.  In the opinion of management,  all adjustments,  consisting of
normal recurring  accruals  considered  necessary for a fair presentation of the
results of  operations  for the  interim  periods  presented  herein,  have been
included.  Operating  results for the three  months ended March 31, 2005 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2005.

         The  consolidated  financial  statements  include  the  accounts of the
parent  company  and  its  subsidiaries,  as more  fully  described  below.  All
significant intercompany accounts and transactions have been eliminated. Certain
reclassifications  of 2004  amounts  have  been  made  to  conform  to the  2005
presentation.

         First Banks operates  through its wholly owned  subsidiary bank holding
company,  The San  Francisco  Company  (SFC),  headquartered  in San  Francisco,
California, and SFC's wholly owned subsidiary bank, First Bank, headquartered in
St. Louis County, Missouri.

(2)      ACQUISITIONS, INTEGRATION COSTS AND OTHER CORPORATE TRANSACTIONS

         On January 10, 2005,  First Banks entered into an Agreement and Plan of
Reorganization  providing for the acquisition of FBA Bancorp, Inc. (FBA) and its
wholly owned  subsidiary bank,  First Bank of the Americas,  S.S.B.  (FBOTA) for
approximately $10.5 million in cash. FBA is headquartered in Chicago,  Illinois,
and through FBOTA,  operates three banking offices in the  southwestern  Chicago
metropolitan area. As further described in Note 11 to the Consolidated Financial
Statements,  First Banks completed its acquisition of FBA and FBOTA on April 29,
2005.

         During the three  months  ended March 31,  2005,  First Banks  recorded
certain  acquisition-related   adjustments  pertaining  to  its  acquisition  of
Hillside Investors, Ltd. (Hillside) and its wholly owned banking subsidiary, CIB
Bank, which was completed on November 30, 2004. Acquisition-related  adjustments
included additional purchase accounting  adjustments  necessary to appropriately
adjust the  preliminary  goodwill  of $4.3  million  recorded at the time of the
acquisition,  which was based upon current estimates  available at that time, to
reflect the receipt of additional  valuation  data.  The  aggregate  adjustments
resulted  in  a  purchase  price  reallocation  among  goodwill,   core  deposit
intangibles  and bank premises and equipment.  The purchase  price  reallocation
resulted  in the  reallocation  of $3.1  million of  negative  goodwill  to core
deposit  intangibles  and bank  premises and  equipment,  thereby  reducing such
assets by $2.8 million and $2.4  million,  net of the related tax effect of $1.1
million  and  $941,000,   respectively.   Following  the   recognition   of  the
acquisition-related adjustments, goodwill recorded was reduced from $4.3 million
to zero and the core deposit  intangibles,  which are being amortized over seven
years  utilizing the  straight-line  method,  were reduced from $13.4 million to
$10.6 million,  net of the related tax effect. The individual  components of the
$4.3 million  acquisition-related  adjustments  to goodwill and the $3.1 million
purchase price reallocation recorded in the first quarter of 2005 are summarized
as follows:

         >>    a $1.6 million increase in goodwill to adjust time deposits,  net
               of the related tax effect, to their estimated fair value;

         >>    a $967,000  increase  in  goodwill  to adjust  other real  estate
               owned,  net of the  related  tax effect,  to its  estimated  fair
               value;

         >>    a $10.0  million  reduction  in goodwill to adjust loans held for
               sale,  net of the  related tax effect,  to their  estimated  fair
               value.  These  adjustments  were based  upon the  receipt of loan
               payoffs  received on certain  loans held for sale, in addition to
               significantly  higher  sales prices  received  over and above the
               original  third-party  bid  estimates  for certain loans held for
               sale.  As of March 31, 2005,  all of the  acquired  nonperforming
               loans  that had been held for sale as of  December  31,  2004 had
               either been sold or had been paid off,  with the exception of one
               credit relationship, which was subsequently sold in April 2005;
<PAGE>

         >>    a $1.7  million  increase  in  goodwill,  net of the  related tax
               effect,  and a related  decrease in core deposit  intangibles  of
               $2.8 million, resulting from the purchase price reallocation; and

         >>    a $1.4  million  increase  in  goodwill,  net of the  related tax
               effect,  and a related decrease to bank premises and equipment of
               $2.4 million, resulting from the purchase price reallocation.

         First Banks accrues certain costs  associated with its  acquisitions as
of the respective consummation dates. The accrued costs relate to adjustments to
the staffing levels of the acquired  entities or to the anticipated  termination
of information  technology or item processing contracts of the acquired entities
prior to their stated  contractual  expiration dates. The most significant costs
that First  Banks  incurs  relate to salary  continuation  agreements,  or other
similar agreements,  of executive  management and certain other employees of the
acquired  entities  that were in place  prior to the  acquisition  dates.  These
agreements  provide for payments  over periods  ranging from two to 15 years and
are triggered as a result of the change in control of the acquired entity. Other
severance  benefits for employees that are  terminated in  conjunction  with the
integration of the acquired  entities into First Banks' existing  operations are
normally paid to the recipients  within 90 days of the  respective  consummation
date and are expensed in the consolidated  statements of income as incurred. The
accrued severance balance of $687,000,  as summarized in the following table, is
comprised of contractual obligations under salary continuation agreements to six
individuals with remaining terms ranging from  approximately two to 11 years. As
the  obligation  to make  payments  under  these  agreements  is  accrued at the
consummation  date,  such  payments  do not have any impact on the  consolidated
statements of income. First Banks also incurs costs associated with acquisitions
that are expensed in the consolidated  statements of income.  These costs relate
principally to additional  costs incurred in  conjunction  with the  information
technology conversions of the respective entities.

         A  summary  of  the  cumulative   acquisition  and  integration   costs
attributable  to  the  Company's  acquisitions,  which  were  accrued  as of the
consummation  dates  of the  respective  acquisition,  is  listed  below.  These
acquisition and integration costs are reflected in accrued and other liabilities
in the consolidated balance sheets.
<TABLE>
<CAPTION>
                                                                              Severance
                                                                              ---------
                                                                  (dollars expressed in thousands)

<S>                                                                             <C>
         Balance at December 31, 2004.........................................  $  761
         Three Months Ended March 31, 2005:
         Payments.............................................................     (74)
                                                                                ------
         Balance at March 31, 2005............................................  $  687
                                                                                ======
</TABLE>

         On January  18,  2005,  First Bank  opened a de novo  branch  office in
Farmington,  Missouri, and on March 25, 2005, First Bank completed the merger of
two branch offices in Hillside, located in Chicago, Illinois.

(3)      INTANGIBLE  ASSETS ASSOCIATED WITH THE PURCHASE OF SUBSIDIARIES, NET OF
         AMORTIZATION

         Intangible assets associated with the purchase of subsidiaries,  net of
amortization, were comprised of the following at March 31, 2005 and December 31,
2004:
<TABLE>
<CAPTION>

                                                       March 31, 2005                December 31, 2004
                                                ----------------------------    ---------------------------
                                                  Gross                          Gross
                                                 Carrying      Accumulated      Carrying       Accumulated
                                                  Amount       Amortization      Amount        Amortization
                                                  ------       ------------      ------        ------------
                                                            (dollars expressed in thousands)

     Amortized intangible assets:
<S>                                              <C>               <C>            <C>              <C>
         Core deposit intangibles..............  $  30,040         (8,177)        32,823           (7,003)
         Goodwill associated with
           purchases of branch offices.........      2,210         (1,038)         2,210           (1,003)
                                                 ---------        -------        -------         --------
              Total............................  $  32,250         (9,215)        35,033           (8,006)
                                                 =========        =======        =======         ========

     Unamortized intangible assets:
         Goodwill associated with the
           purchase of subsidiaries............  $ 151,357                       155,642
                                                 =========                       =======

</TABLE>


<PAGE>


         Amortization   of   intangibles   associated   with  the   purchase  of
subsidiaries  and branch  offices was $1.2  million and  $658,000  for the three
months ended March 31, 2005 and 2004, respectively.  Amortization of intangibles
associated  with the purchase of  subsidiaries,  including  amortization of core
deposit  intangibles  and branch  office  purchases,  has been  estimated in the
following table, and does not take into  consideration  any pending or potential
future acquisitions or branch office purchases.

                                                (dollars expressed in thousands)
         Year ending December 31:
           2005 remaining..................................  $  3,314
           2006............................................     4,419
           2007............................................     4,419
           2008............................................     4,419
           2009 ...........................................     2,515
           2010 ...........................................     2,055
           Thereafter......................................     1,894
                                                             --------
              Total........................................  $ 23,035
                                                             ========
<TABLE>
<CAPTION>

         Changes in the  carrying  amount of goodwill for the three months ended
March 31, 2005 and 2004 were as follows:

                                                                                                    Three Months Ended
                                                                                                         March 31,
                                                                                                 -------------------------
                                                                                                     2005          2004
                                                                                                     ----          ----
                                                                                             (dollars expressed in thousands)

<S>                                                                                              <C>             <C>
           Balance, beginning of period.....................................................     $ 156,849       145,548
           Acquisition-related adjustments (1)..............................................        (4,285)           --
           Amortization - purchases of branch offices.......................................           (35)          (35)
                                                                                                 ---------      --------
           Balance, end of period...........................................................     $ 152,529       145,513
                                                                                                 =========      ========
           ------------------
           (1) Acquisition-related adjustments of $4.3 million recorded in the first quarter of 2005 pertain to the acquisition
               of CIB Bank, as further described in Note 2 to the Consolidated Financial Statements.
</TABLE>

(4)      SERVICING RIGHTS

         Mortgage Banking  Activities.  At March 31, 2005 and December 31, 2004,
First Banks serviced  mortgage  loans for others  amounting to $1.04 billion and
$1.06 billion,  respectively.  Borrowers' escrow balances held by First Banks on
such loans were $6.9 million and $4.4 million at March 31, 2005 and December 31,
2004, respectively.

         Changes in mortgage  servicing  rights,  net of  amortization,  for the
three months ended March 31, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>

                                                                                                     Three Months Ended
                                                                                                          March 31,
                                                                                                  ------------------------
                                                                                                     2005          2004
                                                                                                     ----          ----
                                                                                              (dollars expressed in thousands)

<S>                                                                                               <C>             <C>
           Balance, beginning of period.....................................................      $ 10,242        15,408
           Originated mortgage servicing rights.............................................           213           354
           Amortization.....................................................................        (1,274)       (1,802)
                                                                                                  --------       -------
           Balance, end of period...........................................................      $  9,181        13,960
                                                                                                  ========       =======

</TABLE>

         The fair value of mortgage  servicing  rights was  approximately  $14.0
million and $16.6  million at March 31, 2005 and 2004,  respectively,  and $14.6
million at December 31, 2004. The excess of the fair value of mortgage servicing
rights over the carrying value was  approximately  $4.8 million and $2.6 million
at March 31, 2005 and 2004, respectively, and $4.4 million at December 31, 2004.




<PAGE>

         Amortization  of mortgage  servicing  rights at March 31, 2005 has been
estimated in the following table:

                                                (dollars expressed in thousands)

         Year ending December 31:
             2005 remaining..............................   $  2,889
             2006........................................      3,292
             2007........................................      1,985
             2008........................................        754
             2009........................................        261
                                                            --------
                  Total..................................   $  9,181
                                                            ========

         Other  Servicing  Activities.  At March 31, 2005 and December 31, 2004,
First Banks serviced SBA loans for others amounting to $167.5 million and $174.7
million, respectively. Changes in SBA servicing rights, net of amortization, for
the three months ended March 31, 2005 were as follows:

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                           March 31, 2005
                                                                                           --------------
                                                                                  (dollars expressed in thousands)

<S>                                                                                           <C>
         Balance, beginning of period.....................................................    $ 13,013
         Originated servicing rights......................................................         191
         Amortization.....................................................................        (609)
                                                                                              --------
         Balance, end of period...........................................................    $ 12,595
                                                                                              ========
</TABLE>

         The fair value of SBA servicing rights was approximately  $12.8 million
at March 31, 2005 and $13.0 million at December 31, 2004.

         Amortization  of SBA  servicing  rights  at  March  31,  2005  has been
estimated in the following table:
<TABLE>
<CAPTION>
                                                                                 (dollars expressed in thousands)

                  Year ending December 31:
<S>                                                                                         <C>
                      2005 remaining......................................................   $  1,680
                      2006................................................................      1,927
                      2007................................................................      1,622
                      2008................................................................      1,362
                      2009................................................................      1,141
                      2010................................................................        953
                      Thereafter..........................................................      3,910
                                                                                             --------
                           Total..........................................................   $ 12,595
                                                                                             ========
</TABLE>

(5)      EARNINGS PER COMMON SHARE

         The following is a reconciliation of the basic and diluted earnings per
share computations for the three months ended March 31, 2005 and 2004:
<TABLE>
<CAPTION>
                                                                               Income         Shares        Per Share
                                                                             (numerator)   (denominator)      Amount
                                                                             -----------   -------------      ------
                                                                      (dollars in thousands, except share and per share data)

     Three months ended March 31, 2005:
<S>                                                                          <C>               <C>         <C>
         Basic EPS - income available to common stockholders...............  $  21,931         23,661      $   926.87
         Effect of dilutive securities:
           Class A convertible preferred stock.............................        192            516          (11.83)
                                                                             ---------        -------      ----------
         Diluted EPS - income available to common stockholders.............  $  22,123         24,177      $   915.04
                                                                             =========        =======      ==========
     Three months ended March 31, 2004:
         Basic EPS - income available to common stockholders...............  $  18,073         23,661      $   763.81
         Effect of dilutive securities:
           Class A convertible preferred stock.............................        192            565           (9.88)
                                                                             ---------        -------      ----------
         Diluted EPS - income available to common stockholders.............  $  18,265         24,226      $   753.93
                                                                             =========        =======      ==========
</TABLE>



<PAGE>


(6)      TRANSACTIONS WITH RELATED PARTIES

         First Services,  L.P., a limited partnership  indirectly owned by First
Banks'  Chairman  and  members of his  immediate  family,  provides  information
technology  and  various  related   services  to  First  Banks,   Inc.  and  its
subsidiaries.  Fees paid under  agreements with First  Services,  L.P. were $6.7
million  and $6.6  million for the three  months  ended March 31, 2005 and 2004,
respectively.  First  Services,  L.P.  leases  information  technology and other
equipment  from First Bank.  During each of the three month  periods ended March
31, 2005 and 2004,  First Services,  L.P. paid First Bank $1.1 million in rental
fees for the use of that equipment.

         First Brokerage America, L.L.C., a limited liability company indirectly
owned by First Banks'  Chairman and members of his  immediate  family,  received
approximately  $704,000  and  $886,000 for the three months ended March 31, 2005
and  2004,  respectively,   in  commissions  paid  by  unaffiliated  third-party
companies.  The commissions received were primarily in connection with the sales
of  annuities,  securities  and other  insurance  products to customers of First
Bank.

         First Title Guaranty LLC (First  Title),  a limited  liability  company
established and administered by and for the benefit of First Banks' Chairman and
members of his immediate family,  received approximately $87,000 and $99,000 for
the three months ended March 31, 2005 and 2004, respectively, in commissions for
policies  purchased by First Banks or customers of First Bank from unaffiliated,
third-party  insurers.  The  insurance  premiums  on  which  the  aforementioned
commissions  were  earned  were  competitively  bid,  and First  Banks deems the
commissions  First Title earned from  unaffiliated  third-party  companies to be
comparable to those that would have been earned by an  unaffiliated  third-party
agent.

         First Bank leases certain of its in-store  branch offices and ATM sites
from Dierbergs Markets,  Inc., a grocery store chain headquartered in St. Louis,
Missouri  that is owned and  operated by Robert J.  Dierberg  and members of his
immediate  family.  Robert J. Dierberg is the brother of First Banks'  Chairman.
Total rent expense incurred by First Bank under the lease  obligation  contracts
with Dierbergs Markets,  Inc. was $79,000 and $71,000 for the three months ended
March 31, 2005 and 2004, respectively.

         First  Bank  has had in the  past,  and may  have in the  future,  loan
transactions   in  the  ordinary  course  of  business  with  its  directors  or
affiliates.  These  loan  transactions  have been on the same  terms,  including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions with unaffiliated  persons and did not involve more than the normal
risk  of  collectibility  or  present  other  unfavorable  features.   Loans  to
directors,  their  affiliates and executive  officers of First Banks,  Inc. were
approximately $28.8 million and $31.0 million at March 31, 2005 and December 31,
2004,  respectively.  First Bank does not extend  credit to its  officers  or to
officers of First Banks,  Inc., except extensions of credit secured by mortgages
on personal  residences,  loans to purchase  automobiles,  personal  credit card
accounts and deposit account overdraft  protection under a plan whereby a credit
limit has been  established  in  accordance  with First Bank's  standard  credit
criteria.

         On August 30, 2004, First Bank granted to First Capital  America,  Inc.
(FCA), a corporation owned by First Banks' Chairman and members of his immediate
family, a written option to purchase 735 Membership  Interests of Small Business
Loan Source LLC (SBLS LLC), a newly organized and wholly owned limited liability
company of First Bank, at a price of $10,000 per Membership  Interest,  or $7.35
million in  aggregate.  The option could have been  exercised by FCA at any time
prior to December 31, 2004 by written  notice to First Bank of the  intention to
exercise the option and payment to First Bank of $7.35 million.  On December 31,
2004,  First Bank extended the written option under the same terms through March
31, 2005, and on March 31, 2005,  First Bank further extended the written option
under the same terms through June,  30, 2005.  First Bank  anticipates  that FCA
will exercise its option during the second quarter of 2005,  upon which SBLS LLC
will become 51.0% owned by First Bank and 49.0% owned by FCA.

(7)      REGULATORY CAPITAL

         First  Banks and First Bank are subject to various  regulatory  capital
requirements administered by the federal and state banking agencies.  Failure to
meet minimum capital  requirements can initiate  certain  mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have a
direct  material  effect on First Banks'  financial  statements.  Under  capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
First Banks and First Bank must meet specific  capital  guidelines  that involve
quantitative measures of assets, liabilities and certain off-balance-sheet items
as  calculated  under  regulatory  accounting  practices.  Capital  amounts  and
classifications  are also subject to  qualitative  judgments  by the  regulators
about components, risk weightings and other factors.

         Quantitative  measures  established  by  regulation  to ensure  capital
adequacy  require  First  Banks and First Bank to maintain  minimum  amounts and
ratios  of  total  and  Tier  I  capital  (as  defined  in the  regulations)  to
risk-weighted  assets,  and of Tier I  capital  to  average  assets.  Management
believes,  as of March 31,  2005,  First  Banks  and  First  Bank were each well
capitalized.
<PAGE>

         As of March 31, 2005,  the most recent  notification  from First Banks'
primary  regulator  categorized  First Banks and First Bank as well  capitalized
under the regulatory  framework for prompt corrective  action. To be categorized
as well  capitalized,  First Banks and First Bank must  maintain  minimum  total
risk-based,  Tier I  risk-based  and Tier I leverage  ratios as set forth in the
table below.

         At March 31, 2005 and December 31, 2004,  First Banks' and First Bank's
required and actual capital ratios were as follows:
<TABLE>
<CAPTION>


                                                        Actual              Under New Guidelines        For         To Be Well
                                               ------------------------   ------------------------    Capital    Capitalized Under
                                                March 31,  December 31,    March 31,  December 31,   Adequacy    Prompt Corrective
                                                  2005         2004          2005         2004        Purposes    Action Provisions
                                                  ----         ----          ----         ----        --------    -----------------

     Total capital (to risk-weighted assets):
<S>                                              <C>         <C>            <C>         <C>             <C>           <C>
         First Banks.......................      11.06%      10.61%         11.06%      10.61%          8.0%          10.0%
         First Bank........................      10.84       10.73          10.84       10.73           8.0           10.0

     Tier 1 capital (to risk-weighted assets):
         First Banks.......................       8.98        8.43           8.29        7.72           4.0            6.0
         First Bank........................       9.58        9.47           9.58        9.47           4.0            6.0

     Tier 1 capital (to average assets):
         First Banks.......................       7.76        7.89           7.16        7.22           3.0            5.0
         First Bank........................       8.28        8.86           8.28        8.86           3.0            5.0
</TABLE>

         On March 1, 2005, the Board of Governors of the Federal  Reserve System
(Board)  adopted a final rule,  Risk-Based  Capital  Standards:  Trust Preferred
Securities and the Definition of Capital, which allows for the continued limited
inclusion of trust  preferred  securities  in Tier 1 capital.  The Board's final
rule  limits  restricted  core  capital  elements  to 25% of the sum of all core
capital elements,  including  restricted core capital elements,  net of goodwill
less any associated  deferred tax liability.  Amounts of restricted core capital
elements in excess of these limits may  generally be included in Tier 2 capital.
Amounts of  qualifying  trust  preferred  securities  and  cumulative  perpetual
preferred  stock in excess of the 25% limit may be  included  in Tier 2 capital,
but limited,  together with subordinated debt and limited-life  preferred stock,
to 50% of Tier 1 capital. In addition,  the final rule provides that in the last
five  years  before  the  maturity  of the  underlying  subordinated  note,  the
outstanding amount of the associated trust preferred securities is excluded from
Tier 1 capital and included in Tier 2 capital, subject to one-fifth amortization
per year.  The final rule  provides for a five-year  transition  period,  ending
March 31, 2009, for the application of the quantitative  limits. Until March 31,
2009, the aggregate amount of qualifying  cumulative  perpetual  preferred stock
and qualifying trust preferred securities that may be included in Tier 1 capital
is limited to 25% of the sum of the following core capital elements:  qualifying
common stockholders' equity,  qualifying  noncumulative and cumulative perpetual
preferred  stock,  qualifying  minority  interest  in  the  equity  accounts  of
consolidated subsidiaries and qualifying trust preferred securities. First Banks
has evaluated the impact of the final rule on the Company's  financial condition
and results of  operations,  and determined  the  implementation  of the Board's
final rule, as adopted,  will reduce First Banks'  regulatory  capital ratios as
set forth in the table above.

(8)      BUSINESS SEGMENT RESULTS

         First Banks'  business  segment is First Bank. The reportable  business
segments are consistent with the management structure of First Banks, First Bank
and the internal reporting system that monitors performance. First Bank provides
similar products and services in its defined geographic areas through its branch
network.  The products and services  offered include a broad range of commercial
and personal deposit products,  including demand, savings, money market and time
deposit  accounts.  In addition,  First Bank markets combined basic services for
various  customer  groups,   including   packaged  accounts  for  more  affluent
customers,  and sweep accounts,  lock-box deposits and cash management  products
for  commercial  customers.  First Bank also offers both consumer and commercial
loans.  Consumer  lending  includes  residential  real  estate,  home equity and
installment  lending.  Commercial  lending  includes  commercial,  financial and
agricultural loans, real estate  construction and development loans,  commercial
real  estate  loans,  asset-based  loans and trade  financing.  Other  financial
services   include   mortgage   banking,   debit  cards,   brokerage   services,
credit-related insurance, internet banking, automated teller machines, telephone
banking,  safe deposit boxes and trust,  private banking and institutional money
management  services.  The revenues generated by First Bank consist primarily of
interest income, generated from the loan and investment security portfolios, and
service charges and fees, generated from the deposit products and services.  The
geographic  areas  include  eastern  Missouri,  Illinois,  southern and northern
California and Houston, Dallas, Irving, McKinney and Denton, Texas. The products
and services are offered to customers  primarily within First Banks'  respective
geographic areas.
<PAGE>

         The business  segment results are consistent with First Banks' internal
reporting system and, in all material  respects,  with U.S.  generally  accepted
accounting  principles and practices  predominant in the banking  industry.  The
business segment results are summarized as follows:
<TABLE>
<CAPTION>

                                                                            Corporate, Other
                                                                            and Intercompany
                                                  First Bank              Reclassifications (1)           Consolidated Totals
                                          --------------------------     ------------------------      --------------------------
                                          March 31,    December 31,      March 31,   December 31,      March 31,    December 31,
                                            2005           2004            2005          2004            2005           2004
                                            ----           ----            ----          ----            ----           ----
                                                                   (dollars expressed in thousands)

Balance sheet information:

<S>                                       <C>           <C>               <C>             <C>          <C>           <C>
Investment securities...................  $1,703,516    1,803,454         10,465          9,895        1,713,981     1,813,349
Loans, net of unearned discount.........   6,156,446    6,137,968             --             --        6,156,446     6,137,968
Goodwill................................     152,529      156,849             --             --          152,529       156,849
Total assets............................   8,585,717    8,720,331         13,607         12,510        8,599,324     8,732,841
Deposits................................   7,076,246    7,161,636        (21,817)        (9,666)       7,054,429     7,151,970
Note payable............................          --           --          4,000         15,000            4,000        15,000
Subordinated debentures.................          --           --        271,835        273,300          271,835       273,300
Stockholders' equity....................     856,379      877,473       (251,171)      (276,580)         605,208       600,893
                                          ==========    =========       ========       ========        =========     =========



                                                                           Corporate, Other
                                                                           and Intercompany
                                                  First Bank             Reclassifications (1)           Consolidated Totals
                                          -----------------------       -----------------------        -----------------------
                                             Three Months Ended           Three Months Ended              Three Months Ended
                                                  March 31,                    March 31,                      March 31,
                                           ----------------------       -----------------------        -----------------------
                                             2005          2004          2005            2004            2005           2004
                                             ----          ----          ----            ----            ----           ----
                                                                   (dollars expressed in thousands)

Income statement information:

Interest income.........................  $  112,062       95,987            166            140          112,228        96,127
Interest expense........................      29,279       17,847          4,870          3,627           34,149        21,474
                                          ----------    ---------       --------       --------        ---------     ---------
     Net interest income................      82,783       78,140         (4,704)        (3,487)          78,079        74,653
Provision for loan losses...............          --       12,750             --             --               --        12,750
                                          ----------    ---------       --------       --------        ---------     ---------
     Net interest income after
       provision for loan losses........      82,783       65,390         (4,704)        (3,487)          78,079        61,903
                                          ----------    ---------       --------       --------        ---------     ---------
Noninterest income......................      21,352       20,719           (251)          (160)          21,101        20,559
Noninterest expense.....................      62,064       51,517          1,691          1,085           63,755        52,602
                                          ----------    ---------       --------       --------        ---------     ---------
     Income before provision
       for income taxes.................      42,071       34,592         (6,646)        (4,732)          35,425        29,860
Provision for income taxes..............      15,620       13,244         (2,322)        (1,653)          13,298        11,591
                                          ----------    ---------       --------       --------        ---------     ---------
     Net income.........................  $   26,451       21,348         (4,324)        (3,079)          22,127        18,269
                                          ==========    =========       ========       ========        =========     =========
------------------
(1)  Corporate and other includes $3.1 million and $2.3 million of interest expense on subordinated debentures, after applicable
     income tax benefit of $1.6 million and $1.2 million, for the three months ended March 31, 2005 and 2004, respectively.
</TABLE>

(9)      OTHER BORROWINGS
<TABLE>
<CAPTION>

         Other  borrowings were comprised of the following at March 31, 2005 and December 31, 2004:

                                                                                      March 31,       December 31,
                                                                                        2005              2004
                                                                                      ---------       ------------
                                                                                  (dollars expressed in thousands)

         Securities sold under agreements to repurchase:
<S>                                                                                  <C>                <C>
              Daily...............................................................   $ 176,365          209,106
              Term................................................................     350,000          350,000
         FHLB advances............................................................      29,644           35,644
                                                                                     ---------          -------
                  Total other borrowings..........................................   $ 556,009          594,750
                                                                                     =========          =======
</TABLE>



<PAGE>


         The maturity dates,  par amounts,  interest rate paid and interest rate
spread on First Bank's term reverse  repurchase  agreements as of March 31, 2005
and December 31, 2004 were as follows:
<TABLE>
<CAPTION>

                                                                     Par        Interest Rate    Interest Rate Cap
                     Maturity Date                                 Amount      Minus Spread (1)   Strike Price (1)
                     -------------                                 ------      ----------------   ----------------
                                                                         (dollars expressed in thousands)

         March 31, 2005:
<S>                                                              <C>                    <C>             <C>
              August 15, 2006.................................   $  50,000      LIBOR - 0.8250%         3.00%
              January 12, 2007................................     150,000      LIBOR - 0.8350%         3.50%
              June 14, 2007...................................      50,000      LIBOR - 0.6000%         5.00%
              June 14, 2007...................................      50,000      LIBOR - 0.6100%         5.00%
              August 1, 2007..................................      50,000      LIBOR - 0.9150%         3.50%
                                                                 ---------
                                                                 $ 350,000
                                                                 =========

         December 31, 2004:
              August 15, 2006.................................   $  50,000      LIBOR - 0.8250%         3.00%
              January 12, 2007................................     150,000      LIBOR - 0.8350%         3.50%
              June 14, 2007...................................      50,000      LIBOR - 0.6000%         5.00%
              June 14, 2007...................................      50,000      LIBOR - 0.6100%         5.00%
              August 1, 2007..................................      50,000      LIBOR - 0.9150%         3.50%
                                                                 ---------
                                                                 $ 350,000
                                                                 =========
         -------------------------
         (1)  The interest rates paid on the term reverse repurchase agreements are based on the three-month London
              Interbank Offering Rate reset in arrears minus the  spread amount shown above plus a floating  amount
              equal to the differential between the three-month London Interbank  Offering  Rate  reset in  arrears
              and the strike price shown above, if the three-month London Interbank Offering Rate reset in  arrears
              exceeds the strike price associated with the interest rate cap agreements.
</TABLE>

         On March 21, 2005,  First Bank  modified  its term  reverse  repurchase
agreements under master repurchase agreements with unaffiliated third parties to
terminate the interest rate cap  agreements  embedded  within the agreements and
simultaneously  enter into interest rate floor agreements,  also embedded within
the  agreements.   The  effect  of  these  modifications   resulted  in  related
modifications to the existing interest rate spread from LIBOR for the underlying
agreements,  which will result in increased interest expense on these agreements
when the modifications become effective.  The modified terms of the term reverse
repurchase  agreements  will become  effective  immediately  following  the next
respective  quarterly  scheduled interest payment dates, which will occur in the
second quarter of 2005.  First Bank did not incur any costs in conjunction  with
the modifications of the agreements.

(10)     CONTINGENT LIABILITIES

         In October  2000,  First Banks  entered  into two  continuing  guaranty
contracts.  For value  received,  and for the purpose of inducing a pension fund
and its  trustees  and a welfare  fund and its  trustees  (the Funds) to conduct
business with Missouri Valley Partners,  Inc. (MVP), First Bank's  institutional
investment  management  subsidiary,  First Banks irrevocably and unconditionally
guaranteed payment of and promised to pay to each of the Funds any amounts up to
the sum of $5.0 million to the extent MVP is liable to the Funds for a breach of
the Investment  Management Agreements (including the Investment Policy Statement
and  Investment  Guidelines),  by and  between  MVP and  the  Funds  and/or  any
violation of the Employee  Retirement  Income  Security Act by MVP  resulting in
liability  to  the  Funds.  The  guaranties  are  continuing  guaranties  of all
obligations  that may arise for  transactions  occurring prior to termination of
the Investment  Management  Agreements and are co-existent  with the term of the
Investment Management  Agreements.  The Investment Management Agreements have no
specified  term but may be  terminated  at any time upon  written  notice by the
Trustees or, at First  Banks'  option,  upon thirty days  written  notice to the
Trustees. In the event of termination of the Investment  Management  Agreements,
such  termination  shall  have no effect on the  liability  of First  Banks with
respect to obligations  incurred  before such  termination.  The  obligations of
First Banks are joint and several  with those of MVP.  First Banks does not have
any recourse  provisions  that would enable it to recover from third parties any
amounts  paid  under the  contracts  nor does  First  Banks  hold any  assets as
collateral that, upon occurrence of a required payment under the contract, could
be liquidated  to recover all or a portion of the  amount(s)  paid. At March 31,
2005 and  December 31,  2004,  First Banks had not recorded a liability  for the
obligations  associated  with these guaranty  contracts as the  likelihood  that
First Banks will be required to make payments under the contracts is remote.
<PAGE>

         On June 30,  2004,  First  Bank  completed  the  sale of a  significant
portion of the leases in its commercial leasing  portfolio.  In conjunction with
the  transaction,  First Bank  recorded a liability of $2.0 million for recourse
obligations  related to the  completion of the sale. For value  received,  First
Bank, as seller,  indemnified  the buyer of certain leases from any liability or
loss   resulting   from   defaults   subsequent   to  the  sale.   First  Bank's
indemnification  for  the  recourse   obligations  is  limited  to  a  specified
percentage,  ranging from 15% to 25%, of the aggregate  lease  purchase price of
specific pools of leases sold. As of March 31, 2005 and December 31, 2004,  this
liability was $1.6 million,  reflecting reductions in the related lease balances
for the specific pools of leases sold from borrower payments or repayments.

         On August 31, 2004, SBLS LLC acquired  substantially  all of the assets
and assumed certain  liabilities of Small Business Loan Source, Inc. The Amended
and Restated Asset Purchase Agreement (Asset Purchase Agreement)  governing this
transaction  provides for certain  payments to the seller  contingent  on future
valuations of specifically  identified  assets,  including  servicing assets and
retained  interests  in  securitizations.  As of March 31, 2005 and December 31,
2004, SBLS LLC had not recorded a liability for the obligations  associated with
these contingent  payments,  as the likelihood that SBLS LLC will be required to
make payments under the Asset  Purchase  Agreement is not  ascertainable  at the
present time.

(11)     SUBSEQUENT EVENTS

         On April 29, 2005,  First Banks  completed its  acquisition of FBA, and
its wholly owned  subsidiary,  FBOTA, in exchange for $10.5 million in cash. The
acquisition  served  to  expand  First  Banks'  banking  franchise  in  Chicago,
Illinois. The transaction was funded through internally generated funds. FBA was
headquartered in Chicago,  Illinois,  and through FBOTA,  operated three banking
offices in the  southwestern  Chicago  metropolitan  communities  of Back of the
Yards,  Little  Village  and  Cicero.  At the time of the  acquisition,  FBA had
consolidated assets of $73.3 million,  loans, net of unearned discount, of $54.3
million, deposits of $55.7 million and stockholders' equity of $7.1 million. The
transaction  was  accounted  for using the  purchase  method of  accounting  and
accordingly,  the assets acquired and liabilities assumed were recorded at their
estimated  fair  value  on the  acquisition  date.  The fair  value  adjustments
represent  current  estimates  and are  subject  to further  adjustments  as the
valuation data is finalized.  Preliminary goodwill,  which is not deductible for
tax purposes,  was  approximately  $880,000,  and the core deposit  intangibles,
which are not deductible for tax purposes and will be amortized over seven years
utilizing the straight-line  method,  were approximately  $1.7 million.  FBA was
merged with and into SFC and FBOTA was merged with and into First Bank.

         On April 27, 2005,  First Banks and Northway  State Bank (NSB)  entered
into an Agreement  and Plan of  Reorganization  that provides for First Banks to
acquire NSB for  approximately  $10.3 million in cash. NSB is  headquartered  in
Grayslake,  Illinois,  and operates  one banking  office that is located in Lake
County  in the  northern  Chicago  metropolitan  area.  At March 31,  2005,  NSB
reported total assets of  approximately  $51.1 million,  loans,  net of unearned
discount, of approximately $40.5 million,  total deposits of approximately $45.7
million and  stockholders'  equity of $5.1 million.  The  transaction,  which is
subject to  regulatory  approvals  and the  approval of NSB's  shareholders,  is
expected to be completed during the third or fourth quarter of 2005.

         On May 2, 2005, First Banks and International Bank of California (IBOC)
entered into an Agreement  and Plan of  Reorganization  that  provides for First
Banks  to  acquire  IBOC  for   approximately   $33.7  million  in  cash.  IBOC,
headquartered  in Los  Angeles,  California,  operates  seven  banking  offices,
including  one in downtown  Los  Angeles,  four  branches in eastern Los Angeles
County, in Alhambra,  Arcadia,  Artesia and Rowland Heights,  one branch west of
downtown Los Angeles,  and one branch in downtown  San  Francisco.  At March 31,
2005, IBOC reported total assets of approximately $171.0 million,  loans, net of
unearned  discount,   of  approximately   $125.7  million,   total  deposits  of
approximately  $151.8 million and  stockholders'  equity of $18.0  million.  The
transaction, which is subject to regulatory approvals and the approval of IBOC's
shareholders, is expected to be completed during the fourth quarter of 2005.



<PAGE>


    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

         The  discussion  set forth in  Management's  Discussion and Analysis of
Financial Condition and Results of Operations  contains certain  forward-looking
statements  with respect to our financial  condition,  results of operations and
business.  Generally,  forward looking  statements may be identified through the
use of words  such as:  "believe,"  "expect,"  "anticipate,"  "intend,"  "plan,"
"estimate," or words of similar meaning or future or conditional  terms such as:
"will," "would," "should," "could," "may," "likely,"  "probably," or "possibly."
Examples  of  forward  looking  statements  include,  but  are not  limited  to,
estimates  or  projections  with  respect  to our  future  financial  condition,
expected or  anticipated  revenues with respect to our results of operations and
our business. These forward-looking  statements are subject to certain risks and
uncertainties,  not all of which can be predicted or  anticipated.  Factors that
may cause our actual results to differ materially from those contemplated by the
forward-looking   statements   herein  include  market  conditions  as  well  as
conditions  affecting  the  banking  industry  generally  and  factors  having a
specific  impact on us,  including but not limited to:  fluctuations in interest
rates and in the economy,  including the threat of future terrorist  activities,
existing  and  potential  wars and/or  military  actions  related  thereto,  and
domestic responses to terrorism or threats of terrorism;  the impact of laws and
regulations  applicable  to us and  changes  therein;  the impact of  accounting
pronouncements  applicable to us and changes therein;  competitive conditions in
the  markets in which we conduct  our  operations,  including  competition  from
banking and non-banking  companies with substantially greater resources than us,
some of which may offer and develop products and services not offered by us; our
ability to control  the  composition  of our loan  portfolio  without  adversely
affecting interest income; the credit risk associated with consumers who may not
repay loans;  the geographic  dispersion of our offices;  the impact our hedging
activities may have on our operating results;  the highly regulated  environment
in which we operate;  and our ability to respond to changes in technology.  With
regard to our efforts to grow  through  acquisitions,  factors that could affect
the accuracy or  completeness of  forward-looking  statements  contained  herein
include the competition of larger acquirers with greater resources; fluctuations
in the prices at which acquisition targets may be available for sale; the impact
of making  acquisitions  without  using our common  stock;  and  possible  asset
quality issues,  unknown  liabilities or integration  issues with the businesses
that we have  acquired.  We do not  have a duty to and  will  not  update  these
forward-looking statements. Readers of this Quarterly Report on Form 10-Q should
therefore  consider these risks and uncertainties in evaluating  forward looking
statements and should not place undo reliance on these statements.

                                     General

         We are a registered  bank holding  company  incorporated in Missouri in
1978 and  headquartered  in St. Louis County,  Missouri.  We operate through our
wholly owned subsidiary bank holding company, The San Francisco Company, or SFC,
headquartered  in San  Francisco,  California,  and its wholly owned  subsidiary
bank,  First Bank,  headquartered  in St.  Louis  County,  Missouri.  First Bank
currently operates 167 branch banking offices in California,  Illinois, Missouri
and Texas. At March 31, 2005, we had total assets of $8.60 billion,  loans,  net
of unearned  discount,  of $6.16  billion,  total  deposits of $7.05 billion and
total stockholders' equity of $605.2 million.

         Through First Bank,  we offer a broad range of commercial  and personal
deposit  products,  including  demand,  savings,  money  market and time deposit
accounts.  In addition,  we market combined basic services for various  customer
groups,  including  packaged  accounts for more  affluent  customers,  and sweep
accounts,   lock-box  deposits  and  cash  management  products  for  commercial
customers.  We also offer both consumer and commercial  loans.  Consumer lending
includes   residential  real  estate,  home  equity  and  installment   lending.
Commercial lending includes  commercial,  financial and agricultural loans, real
estate  construction  and  development  loans,  commercial  real  estate  loans,
asset-based loans and trade financing. Other financial services include mortgage
banking, debit cards,  brokerage services,  credit-related  insurance,  internet
banking,  automated teller machines,  telephone banking,  safe deposit boxes and
trust, private banking and institutional money management services.

         Primary  responsibility  for  managing  our banking unit rests with the
officers  and  directors  of each  unit,  but we  centralize  overall  corporate
policies,  procedures  and  administrative  functions  and  provide  centralized
operational  support functions for our subsidiaries.  This practice allows us to
achieve various operating efficiencies while allowing our banking units to focus
on customer service.

                               Financial Condition

         Total assets were $8.60 billion and $8.73 billion at March 31, 2005 and
December 31, 2004,  respectively,  reflecting a decrease of $133.5  million,  or
1.53%,  for the three months ended March 31, 2005.  The decrease in total assets
is primarily  attributable  to a decline in total  deposits of $97.5  million to
$7.05  billion at March 31,  2005,  from $7.15  billion at  December  31,  2004,
resulting from an anticipated  level of attrition  associated  with the deposits
acquired  from CIB Bank,  particularly  savings  and time  deposits,  as further
discussed  below.  The decline in total  deposits was funded from available cash
and cash equivalents as well as maturities of investment  securities.  Available

<PAGE>

cash and cash equivalents decreased $27.4 million to $239.7 million at March 31,
2005, from $267.1 million at December 31, 2004.  Investment securities decreased
$99.4 million,  or 5.48%, to $1.71 billion at March 31, 2005, from $1.81 billion
at December 31, 2004,  primarily  reflecting  maturities  of $190.9  million and
purchases of $99.5 million.  Loans,  net of unearned  discount,  increased $18.5
million to $6.16  billion at March 31, 2005,  from $6.14 billion at December 31,
2004,  reflecting  continued internal loan growth partially offset by loan sales
and/or payoffs  associated with certain  acquired  loans,  as further  discussed
under "--Loans and Allowance for Loan Losses." Goodwill declined $4.3 million to
$152.5 million at March 31, 2005,  from $156.8 million at December 31, 2004, and
reflects the  reallocation of the purchase price associated with our acquisition
of CIB  Bank,  as  further  discussed  in Note 2 to our  Consolidated  Financial
Statements.  Other assets  decreased $34.5 million to $99.6 million at March 31,
2005, from $134.2 million at December 31, 2004. This decrease is attributable to
a $10.8  million  decline  in our  derivative  financial  instruments  from $4.7
million  at  December  31,  2004,  due to a decline in the fair value of certain
derivative financial instruments, the maturity of $200.0 million notional amount
of interest rate swap agreements on March 21, 2005 and the termination of $150.0
million interest rate swap agreements on February 25, 2005, as further discussed
under  "--Interest  Rate Risk  Management."  Additionally,  the decline in other
assets reflects the receipt of certain  receivables  during the first quarter of
2005,  including a  receivable  for current  income  taxes of $8.3 million and a
receivable for fiduciary related fees of $3.4 million.

         Total deposits  decreased $97.5 million,  or 1.36%, to $7.05 billion at
March 31,  2005,  from $7.15  billion at  December  31,  2004.  The  decrease is
attributable to an anticipated  level of attrition  associated with the deposits
acquired  from CIB  Bank,  particularly  savings  and time  deposits,  including
brokered and internet deposits. The acquisition of CIB Bank, which was completed
on November 30, 2004,  provided total  deposits of $1.10 billion.  Our continued
deposit  marketing  efforts  and  efforts to further  develop  multiple  account
relationships  with our customers,  in addition to slightly higher deposit rates
on certain  products,  have contributed to some deposit growth despite continued
aggressive  competition  within our market  areas and the  anticipated  level of
attrition associated with our recent acquisitions.  The deposit mix reflects our
continued  efforts to  restructure  the  composition  of our deposit base as the
majority of our deposit  development  programs  are  directed  toward  increased
transaction  accounts,  such  as  demand  and  savings  accounts,   rather  than
higher-cost time deposits.

         Other borrowings decreased $38.7 million to $556.0 million at March 31,
2005,  from $594.8 million at December 31, 2004. The decrease is attributable to
a $32.7 million decrease in daily securities sold under agreements to repurchase
and our  repayment of $6.0  million of Federal Home Loan Bank  advances at their
respective  maturity dates. We reduced our note payable by $11.0 million to $4.0
million  at  March  31,  2005  with  funds  generated  from  dividends  from our
subsidiary  bank.  Our  subordinated  debentures  decreased to $271.8 million at
March 31,  2005 from $273.3  million at December  31, 2004 due to changes in the
fair value of our interest  rate swap  agreements  that are  designated  as fair
value  hedges  and  utilized  to  hedge  certain  issues  of  our   subordinated
debentures, as well as the continued amortization of debt issuance costs.

         Our deferred  income tax liability  decreased to $27.9 million at March
31, 2005,  from $34.8  million at December  31, 2004.  The decrease is primarily
attributable  to deferred  taxes  associated  with  reductions in our derivative
financial   instruments   and  changes  in   unrealized   gains  and  losses  on
available-for-sale investment securities.

         Stockholders' equity was $605.2 million and $600.9 million at March 31,
2005 and  December  31,  2004,  respectively,  reflecting  an  increase  of $4.3
million. The increase is primarily  attributable to net income of $22.1 million,
partially offset by a $17.6 million decrease in accumulated other  comprehensive
income. The decrease in accumulated other  comprehensive  income is comprised of
$3.4 million associated with changes in our derivative financial instruments and
$14.2  million  associated  with changes in our  unrealized  gains and losses on
available-for-sale   investment  securities.   The  decrease  is  reflective  of
increases  in  prevailing  interest  rates,  a decline  in the fair value of our
derivative  financial  instruments,  and the maturity of $200.0 million notional
amount of our  interest  rate swap  agreements  designated  as cash flow  hedges
during the first quarter of 2005, as further  discussed under  "--Interest  Rate
Risk Management."

                              Results of Operations

Net Income

         Net income was $22.1  million and $18.3  million  for the three  months
ended March 31, 2005 and 2004, respectively.  Results for the three months ended
March 31, 2005 reflect  increased  net interest and  noninterest  income,  and a
reduced  provision for loan losses,  partially  offset by increased  noninterest
expense  and an  increased  provision  for income  taxes.  Our return on average
assets was 1.04% for the three months  ended March 31,  2005,  compared to 1.01%
for the comparable  period in 2004. Our return on average  stockholders'  equity
was 14.67% for the three months ended March 31, 2005, compared to 13.16% for the
comparable  period in 2004. Net income for 2004 includes a gain of $2.7 million,
before applicable  income taxes,  recorded in February 2004 relating to the sale
of a residential and recreational development property that was foreclosed on in
January 2003, and a gain, net of expenses, of $390,000, before applicable income
taxes, recorded in February 2004 on the sale of a Midwest branch banking office.
<PAGE>

         The  increase  in earnings  in 2005  reflects  our focus to continue to
improve asset quality,  maintain an acceptable net interest margin,  improve our
noninterest income and control operating expenses.  Net interest-earning  assets
provided by our 2004  acquisitions,  higher-yielding  investment  securities and
internal loan growth have  contributed  to increased net interest  income.  This
increase was partially  offset by increased  interest  expense  associated  with
higher deposit rates,  increased  levels of other borrowings and the issuance of
additional   subordinated   debentures  late  in  2004  to  partially  fund  our
acquisition of CIB Bank. Net interest income was adversely affected by a decline
in earnings on our  interest  rate swap  agreements  that were  entered  into in
conjunction  with our  interest  rate risk  management  program to mitigate  the
effects  of  decreasing  interest  rates.  This  decline  was the  result of the
maturity and termination of certain  interest rate swap  agreements,  as further
discussed under  "--Interest  Rate Risk  Management."  The current interest rate
environment,  conditions  within our  markets  and the impact of the  decline in
earnings on our interest rate swap agreements  continue to exert pressure on our
net interest income and net interest margin.

         Our overall  asset  quality  levels  reflect  improvement  during 2005,
resulting in an $8.2 million  reduction in  nonperforming  assets since December
31, 2004. The reduction in nonperforming  assets was attributable to the sale of
certain acquired nonperforming loans, net loan charge-offs,  loan payoffs and/or
refinancings of various credits, and loan renewals. These factors contributed to
a  notable  decrease  in our  provision  for loan  losses.  We did not  record a
provision for loan losses for the three months ended March 31, 2005, compared to
a $12.8 million  provision for loan losses for the comparable  period in 2004. A
significant  portion  of our  nonperforming  assets at March 31,  2005  includes
nonperforming  loans associated with our recent  acquisitions,  particularly CIB
Bank,  which we  completed  in  November  2004.  Residual  problems  in our loan
portfolio that primarily resulted from weak economic  conditions in our markets,
as well as  these  acquired  nonperforming  loans,  remain  a  primary  focus of
management   as  we  continue  our  ongoing   efforts  to  further   reduce  our
nonperforming asset levels. While we have made substantial progress in improving
asset quality, both the number and amount of nonperforming loans acquired in our
recent  acquisitions  has contributed to generally high levels of problem loans.
We  continue to closely  monitor our loan  portfolio  and  consider  this in our
overall  assessment of the adequacy of the  allowance for loan losses.  While we
continue our efforts to reduce  nonperforming loans, we expect the overall level
of such loans to remain at somewhat elevated levels in the near future primarily
as a result of the significant level of nonperforming  loans associated with the
CIB Bank acquisition.

         Noninterest  income was $21.1  million and $20.6  million for the three
months ended March 31, 2005 and 2004,  respectively.  The increase for the first
quarter of 2005 is attributable to increased service charges on deposit accounts
and customer  service fees related to higher  deposit  balances,  increased loan
servicing  fees,  increased  investment  management  income  associated with our
institutional  money  management  subsidiary  and a recovery of loan  collection
expenses.  This increase was  partially  offset by a net loss on the disposal of
certain fixed assets,  primarily  associated with the demolition of a drive-thru
facility,  a decline in rental income associated with reduced leasing activities
and  net  losses  on  derivative   instruments.   In  addition,  we  recorded  a
nonrecurring  gain,  net of expenses,  on the sale of a Midwest  branch  banking
office in February 2004.

         Noninterest  expense was $63.8  million and $52.6 million for the three
months ended March 31, 2005 and 2004, respectively.  Our efficiency ratio, which
is defined as the ratio of noninterest expense to the sum of net interest income
and noninterest  income,  was 64.28% and 55.25% for the three months ended March
31, 2005 and 2004,  respectively.  Overall increases in our noninterest expenses
associated with our 2004 acquisitions and certain nonrecurring transactions,  as
further discussed below, contributed to the increase in our efficiency ratio for
the three months ended March 31, 2005, as compared to the  comparable  period in
2004. The $11.2 million increase in noninterest  expense in the first quarter of
2005 is primarily attributable to an overall increase in expenses resulting from
our 2004  acquisitions,  an increase in salary and employee benefit expenses and
an increase in expenses and losses,  net of gains, on other real estate.  Salary
and  employee  benefit  expenses  increased  due to  the  impact  of our  recent
acquisitions, which added 18 branch offices, the addition of four de novo branch
offices in 2004 and one in January 2005, and generally higher costs of employing
and retaining  qualified  personnel,  including  higher employee  benefit costs.
Noninterest  expenses  also  increased due to a $2.7 million  nonrecurring  gain
recorded  in  February  2004  on the  sale  of a  residential  and  recreational
development property that was foreclosed on in January 2003.

Net Interest Income

         Net interest income (expressed on a tax-equivalent  basis) increased to
$78.4  million  for the three  months  ended March 31,  2005,  compared to $75.0
million for the comparable period in 2004,  reflecting an increase of 4.59%. Net
interest  margin was 3.97% and 4.56% for the three  months  ended March 31, 2005
and 2004,  respectively.  Net interest income is the difference between interest
earned  on our  interest-earning  assets,  such as  loans  and  securities,  and
interest  paid  on  our  interest-bearing  liabilities,  such  as  deposits  and
borrowings.  Net  interest  income is affected by the level and  composition  of
assets,  liabilities and  stockholders'  equity, as well as the general level of
interest   rates  and  changes  in  interest   rates.   Interest   income  on  a

<PAGE>

tax-equivalent  basis  includes the  additional  amount of interest  income that
would have been earned if our investment in certain tax-exempt  interest earning
assets had been made in assets subject to federal,  state and local income taxes
yielding  the same  after-tax  income.  Net  interest  margin is  determined  by
dividing   net   interest   income  on  a   tax-equivalent   basis  by   average
interest-earning  assets. The interest rate spread is the difference between the
average equivalent yield earned on interest-earning  assets and the average rate
paid on  interest-bearing  liabilities.  We credit the  increase in net interest
income during the first quarter of 2005 primarily to net interest-earning assets
provided by our 2004  acquisitions,  higher-yielding  investment  securities and
internal loan growth,  partially offset by increased interest expense associated
with higher deposit rates, increased levels of other borrowings and the issuance
of  additional  subordinated  debentures  in late  2004 to  partially  fund  our
acquisition of CIB Bank. Net interest income was adversely impacted by a decline
in earnings on our  interest  rate swap  agreements  that were  entered  into in
conjunction  with our  interest  rate risk  management  program to mitigate  the
effects of decreasing  interest  rates. As further  discussed under  "--Interest
Rate Risk  Management," our derivative  financial  instruments used to hedge our
interest  rate risk  contributed  $3.6 million and $16.2 million to net interest
income for the three  months  ended March 31, 2005 and 2004,  respectively.  The
decreased  earnings on our interest rate swap  agreements  reflect the impact of
higher  interest rates and maturities of interest rate swap agreements of $800.0
million during 2004 and $200.0 million in March 2005, as well as the termination
of $150.0  million of  interest  rate swap  agreements  on  February  25,  2005.
Although the Company has implemented  other methods to mitigate the reduction in
net interest  income,  including  the funding of investment  security  purchases
through the issuance of term reverse repurchase agreements, the reduction in our
interest rate swap  agreements will result in a reduction of future net interest
income and further  compression of our net interest margin unless interest rates
increase.

         Average  interest-earning  assets  increased  to $8.01  billion for the
three months ended March 31, 2005, from $6.61 billion for the three months ended
March 31, 2004. The increase is primarily attributable to our three acquisitions
completed in 2004,  which  provided  assets of $1.38  billion in  aggregate.  In
addition,  we  purchased  $250.0  million of  callable  U.S.  Government  agency
securities in  conjunction  with the issuance of $250.0  million of term reverse
repurchase agreements that we entered into in conjunction with our interest rate
risk  management  program  during the first and  second  quarters  of 2004.  The
current interest rate environment,  overall economic conditions and the maturity
and termination of certain  interest rate swap  agreements,  as discussed above,
continue to exert pressure on our net interest margin.

         Average investment  securities were $1.74 billion and $1.15 billion for
the three  months  ended March 31, 2005 and 2004,  respectively,  reflecting  an
increase of $587.2 million.  The yield on our investment portfolio was 4.14% for
the three  months  ended March 31,  2005,  compared to 4.12% for the  comparable
period in 2004.  The  overall  increase  in the  average  balance of  investment
securities relates primarily to our 2004 acquisitions, which provided investment
securities of $438.0  million.  Funds  available  from  maturities of investment
securities  were used to fund a decrease in deposits,  primarily  related to the
deposits  acquired from CIB Bank,  and a reinvestment  in additional  investment
securities.  Additionally,  a portion of excess  short-term  investments,  which
include federal funds sold and interest-bearing  deposits,  was also utilized to
fund  deposit  attrition  and  to  purchase  higher-yielding  available-for-sale
investment securities,  resulting in a decline in average short-term investments
of $39.5  million to $83.3  million for the three  months  ended March 31, 2005,
from  $122.8  million  for the  comparable  period  in 2004.  During  2004,  our
investment  securities  purchases  included  the  purchase of $250.0  million of
callable  U.S.   Government  agency  securities,   representing  the  underlying
securities  associated with $250.0 million, in aggregate,  of three-year reverse
repurchase  agreements under master repurchase agreements that we consummated in
the first and second  quarters of 2004,  as further  described  in Note 9 to our
Consolidated Financial Statements.

         Average  loans,  net of unearned  discount,  were $6.18 billion for the
three  months  ended March 31,  2005,  in  comparison  to $5.33  billion for the
comparable period in 2004,  reflecting an increase of $850.8 million.  The yield
on our loan  portfolio  decreased  to 6.18% for the three months ended March 31,
2005,  in comparison to 6.36% for the  comparable  period in 2004.  Although our
loan portfolio  yields  increased  with rising  interest  rates,  total interest
income on our loan portfolio was adversely impacted by decreased earnings on our
interest rate swap  agreements  designated as cash flow hedges.  Higher interest
rates and the  maturities of interest rate swap  agreements of $750.0 million in
2004 and $200.0 million in March 2005 resulted in decreased earnings on our swap
agreements  of  approximately  $10.9  million,  contributing  to the decrease in
yields on our loan  portfolio,  and a compression of our net interest  margin of
approximately  55 basis points for the three  months  ended March 31,  2005.  We
attribute  the  increase  in the  average  balance  for  2005  primarily  to our
acquisitions  completed  during  2004,  which  provided  total  loans of  $780.9
million.  The  increase is also the result of internal  loan  growth,  partially
offset by  reductions  in our  nonperforming  loan  portfolio due to the sale of
certain   nonperforming  loans,  loan  payoffs  and/or   refinancings.   Average
commercial,  financial and  agricultural  loans increased $134.4 million for the
three months ended March 31, 2005, over the comparable  period in 2004.  Average
real estate  construction and development loans increased  approximately  $258.8
million in 2005,  over the comparable  period in 2004,  primarily as a result of
our recent acquisitions in 2004 and seasonal increases on existing and available

<PAGE>

credit lines as well as new loan production.  Average real estate mortgage loans
increased  approximately  $502.9  million for the three  months  ended March 31,
2005, over the comparable period in 2004, due to our recent acquisitions in 2004
and our  business  strategy  decision  to  retain a portion  of our  residential
mortgage loan  production  that would have been previously sold in the secondary
market.  Average  mortgage  loans  held for sale  increased  approximately  $8.2
million for the three months ended March 31, 2005, over the comparable period in
2004,  resulting from increased  volumes of loan  originations  coupled with the
timing of loan sales in the secondary  mortgage market.  Average lease financing
volumes  decreased  approximately  $53.7  million  during the three months ended
March 31, 2005, from the comparable period in 2004, primarily resulting from our
business  strategy  initiated  in late 2002 to  reduce  our  commercial  leasing
activities  and the  subsequent  sale of a significant  portion of the remaining
leases in our commercial leasing portfolio in June 2004.

         Average deposits  increased to $7.09 billion for the three months ended
March 31,  2005,  from $5.99  billion  for the  comparable  period in 2004.  The
increase is primarily  reflective  of our  acquisitions  completed  during 2004,
which provided  deposits of $1.21 billion.  For the three months ended March 31,
2005,  the  aggregate  weighted  average  rate  paid  on our  deposit  portfolio
increased  to 1.79%  from  1.39%  for the  comparable  period  in  2004,  and is
primarily  attributable to the current rising interest rate  environment and the
mix of the CIB Bank deposit base. In addition, the decreased earnings associated
with  certain of our  interest  rate swap  agreements  designated  as fair value
hedges,  as well as the  termination  of $150.0  million of fair value hedges on
February 25, 2005, also  contributed to an increase in interest paid on our time
deposits.  Although overall average deposit levels have increased as a result of
our  2004  acquisitions,   the  overall  increase  was  partially  offset  by  a
significant  decrease  in  deposits  due to an  anticipated  level of  attrition
associated with the deposits acquired from CIB Bank. Excluding the impact of our
acquisitions,  the change in our average  deposit  mix  reflects  our  continued
efforts to  restructure  the  composition of our deposit base as the majority of
our deposit  development  programs are directed toward  increased  transactional
accounts,  such as demand and savings accounts,  rather than time deposits,  and
emphasize attracting more than one account relationship with customers.  Average
demand and savings  deposits  were $4.29 billion and $4.05 billion for the three
months ended March 31, 2005 and 2004, respectively.  Average total time deposits
increased  $856.1  million to $2.80 billion for the three months ended March 31,
2005, from $1.94 billion for the comparable period in 2004.

         Average other borrowings increased $189.2 million to $578.0 million for
the three  months  ended  March 31,  2005,  compared  to $388.8  million for the
comparable period in 2004. The aggregate weighted average rate paid on our other
borrowings was 2.32% for the three months March 31, 2005,  compared to 0.67% for
the comparable  period in 2004. The increased rate paid on our other  borrowings
reflects the increased  short-term  interest rate  environment that began in the
second  quarter of 2004.  The increase in average other  borrowings is primarily
attributable  to $250.0 million of term reverse  repurchase  agreements  that we
consummated  during 2004,  as further  described  in Note 9 to our  Consolidated
Financial Statements.

         The aggregate  weighted average rate paid on our note payable was 7.30%
for the three  months  ended  March 31,  2005,  compared  to 5.06% for the three
months ended March 31,  2004.  The weighted  average rate paid  reflects  unused
credit  commitment  and letter of credit  facility  fees on our  secured  credit
facility agreement.  Amounts outstanding under our revolving line of credit with
a group of unaffiliated  financial institutions bear interest at the lead bank's
corporate  base rate or, at our option,  at the London  Interbank  Offering Rate
plus a margin  determined by the outstanding  balance and our  profitability for
the preceding four calendar quarters. Thus, our revolving credit line represents
a relatively  high-cost funding source as increased  advances have the effect of
increasing the weighted average rate of non-deposit  liabilities.  However,  the
borrowing level for these periods has been minimal.

         Average  subordinated  debentures  were  $273.8  million  for the three
months  ended March 31,  2005,  compared to $210.9  million for the three months
ended  March  31,  2004.  The  aggregate  weighted  average  rate  paid  on  our
subordinated debentures was 7.03% and 6.75% for the three months ended March 31,
2005 and 2004, respectively. Interest expense on our subordinated debentures was
$4.7 million for the three months ended March 31, 2005, compared to $3.5 million
for the comparable period in 2004. As previously discussed, the increase for the
three  months  ended March 31, 2005  primarily  reflects  the  issuance of $61.9
million of additional subordinated debentures in late 2004 to partially fund our
acquisition  of CIB Bank,  as well as the earnings  impact of our interest  rate
swap agreements,  as further  discussed under "--Interest Rate Risk Management."
The issuance of the additional subordinated debentures resulted in a decrease in
our net interest  income and net interest margin of  approximately  $698,000 and
four basis points, respectively.



<PAGE>


         The following  table sets forth,  on a  tax-equivalent  basis,  certain
information  relating to our average  balance  sheets,  and reflects the average
yield earned on  interest-earning  assets, the average cost of  interest-bearing
liabilities and the resulting net interest income for the periods indicated:
<TABLE>
<CAPTION>


                                                                            Three Months Ended March 31,
                                                             ---------------------------------------------------------
                                                                          2005                         2004
                                                             ----------------------------   --------------------------
                                                                         Interest                      Interest
                                                               Average   Income/  Yield/    Average    Income/  Yield/
                                                               Balance   Expense   Rate     Balance    Expense   Rate
                                                               -------   -------   ----     -------    -------   ----
                                                                         (dollars expressed in thousands)
                                   ASSETS
                                   ------

Interest-earning assets:
<S>                                                          <C>           <C>     <C>    <C>           <C>      <C>
    Loans (1)(2)(3)(4).....................................  $6,184,119    94,270  6.18%  $5,333,353    84,328   6.36%
    Investment securities (4)..............................   1,741,900    17,785  4.14    1,154,663    11,831   4.12
    Short-term investments.................................      83,303       509  2.48      122,757       286   0.94
                                                             ----------  --------         ----------   -------
           Total interest-earning assets...................   8,009,322   112,564  5.70    6,610,773    96,445   5.87
                                                                         --------                      -------
Nonearning assets..........................................     654,435                      652,521
                                                             ----------                   ----------
           Total assets....................................  $8,663,757                   $7,263,294
                                                             ==========                   ==========


                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------

Interest-bearing liabilities:
    Interest-bearing deposits:
       Interest-bearing demand deposits....................  $  885,555       888  0.41%  $  868,712       967   0.45%
       Savings deposits....................................   2,198,086     5,744  1.06    2,161,910     4,777   0.89
       Time deposits of $100 or more.......................     807,398     5,354  2.69      438,418     2,956   2.71
       Other time deposits (3).............................   1,990,790    13,979  2.85    1,503,636     8,487   2.27
                                                             ----------  --------         ----------   -------
           Total interest-bearing deposits.................   5,881,829    25,965  1.79    4,972,676    17,187   1.39
    Other borrowings.......................................     577,997     3,300  2.32      388,793       644   0.67
    Note payable (5).......................................       7,667       138  7.30        8,346       105   5.06
    Subordinated debentures (3)............................     273,801     4,746  7.03      210,890     3,538   6.75
                                                             ----------  --------         ----------   -------
           Total interest-bearing liabilities..............   6,741,294    34,149  2.05    5,580,705    21,474   1.55
                                                                         --------                      -------
Noninterest-bearing liabilities:
    Demand deposits........................................   1,207,253                    1,021,744
    Other liabilities......................................     103,387                      102,323
                                                             ----------                   ----------
           Total liabilities...............................   8,051,934                    6,704,772
Stockholders' equity.......................................     611,823                      558,522
                                                             ----------                   ----------
           Total liabilities and stockholders' equity......  $8,663,757                   $7,263,294
                                                             ==========                   ==========
Net interest income........................................                78,415                       74,971
                                                                         ========                      =======
Interest rate spread.......................................                        3.65                          4.32
Net interest margin (6)....................................                        3.97%                         4.56%
                                                                                  =====                         =====
--------------------
(1)  For purposes of these calculations, nonaccrual loans are included in average loan amounts.
(2)  Interest income on loans includes loan fees.
(3)  Interest income and interest expense include the effects of interest rate swap agreements.
(4)  Information is presented on a tax-equivalent basis assuming a tax rate of 35%. The tax-equivalent adjustments were
     approximately $336,000 and $318,000 for the three months ended March 31, 2005 and 2004, respectively.
(5)  Interest expense on our note payable includes commitment, arrangement and renewal fees.
(6)  Net interest margin is the ratio of net interest income (expressed on a tax-equivalent basis) to average interest-
     earning assets.
</TABLE>


<PAGE>

Provision for Loan Losses

         The Company  did not record a  provision  for loan losses for the three
months ended March 31, 2005, in comparison to a $12.8 million provision for loan
losses recorded for the three months ended March 31, 2004. The reduced provision
for loan losses  during the first  quarter of 2005 resulted from the recent sale
of  certain  nonperforming  loans,  payoffs  and/or  refinancings  as well as an
overall  improvement in asset quality,  as further  discussed under "--Loans and
Allowance  for Loan  Losses."  Net loan  charge-offs  were $6.6 million and $5.3
million  for the  three  months  ended  March 31,  2005 and 2004,  respectively.
Nonperforming  loans at March 31, 2005,  decreased  7.03% to $79.8  million from
$85.8  million at December 31, 2004.  The  decrease in  nonperforming  loans and
problem  loans during 2005  primarily  reflects the sale of  approximately  $2.8
million of certain  acquired  nonperforming  loans, net loan charge-offs of $6.6
million, loan payoffs and/or refinancings of various credits, and loan renewals,
as  further  discussed  under  "--Loans  and  Allowance  for Loan  Losses."  Our
allowance  for loan  losses was $144.2  million at March 31,  2005,  compared to
$150.7  million  at  December  31,  2004.  Our  allowance  for loan  losses as a
percentage  of loans,  net of unearned  discount,  was 2.34% at March 31,  2005,
compared to 2.46% at December 31, 2004,  and our  allowance for loan losses as a
percentage  of  nonperforming  loans was 180.71% at March 31, 2005,  compared to
175.65% at  December  31,  2004.  Management  continues  to closely  monitor its
operations  to address the  ongoing  challenges  posed by the  current  economic
environment  and  expects  nonperforming  loans to remain at  somewhat  elevated
levels in the near  future  primarily  as a result of the  significant  level of
nonperforming  loans  associated  with  the  CIB  Bank  acquisition.  Management
considers  these  trends  in  its  overall  assessment  of the  adequacy  of the
allowance for loan losses.

         Tables summarizing  nonperforming assets, past due loans and charge-off
and recovery  experience  are  presented  under  "--Loans and Allowance for Loan
Losses."

Noninterest Income

         Noninterest  income was $21.1  million and $20.6  million for the three
months ended March 31, 2005 and 2004, respectively.  Noninterest income consists
primarily of service  charges on deposit  accounts and  customer  service  fees,
mortgage-banking  revenues, net gains on sales of available-for-sale  investment
securities,  investment  management income, bank owned life insurance investment
income and other income.

         Service charges on deposit accounts and customer service fees were $9.3
million  and $8.9  million for the three  months  ended March 31, 2005 and 2004,
respectively.  The  increase in service  charges and  customer  service  fees is
primarily  attributable to increased demand deposit account balances  associated
with our acquisitions of Continental  Community Bank and Trust Company,  or CCB,
and CIB  Bank  completed  in July  2004 and  November  2004,  respectively.  The
increase is also attributable to additional  products and services available and
utilized by our expanded  retail and commercial  customer base,  higher earnings
allowances on commercial  deposit accounts and increased income  associated with
automated teller machine services and debit cards.

         The gain on loans  sold  and  held for sale was $4.5  million  and $4.2
million for the three  months  ended March 31, 2005 and 2004,  respectively.  We
attribute  the slight  increase in 2005 to an increase in the volume of mortgage
loans  originated and sold as well as the timing of the completion of loan sales
in the secondary mortgage market.

         Investment  management income was $2.0 million and $1.5 million for the
three months ended March 31, 2005 and 2004,  respectively,  reflecting increased
portfolio  management  fees  generated  by our  Institutional  Money  Management
Division.

         Other  income was $4.0  million and $4.5  million for the three  months
ended March 31, 2005 and 2004, respectively. We attribute the primary components
of the fluctuations in 2005 to:

         >>    an increase of $932,000 in loan servicing  fees. The net increase
               is primarily  attributable  to increased fees from loans serviced
               for others, including fees from the SBA servicing asset purchased
               from Small Business Loan Source,  Inc. in August 2004,  decreased
               amortization  of mortgage  servicing  rights and a lower level of
               interest shortfall.  Interest shortfall is the difference between
               the  interest  collected  from  a  loan-servicing  customer  upon
               prepayment  of the  loan  and a full  month's  interest  that  is
               required to be remitted to the security owner;

         >>    a $500,000 nonrecurring recovery of loan collection expenses;

         >>    an increase of $176,000 in fees from fiduciary activities; and

         >>    our  acquisitions  of CCB and CIB  Bank  completed  during  2004;
               partially offset by
<PAGE>

         >>    net losses on  derivative  instruments  in 2005  compared  to net
               gains on derivative instruments in 2004 resulting from changes in
               the fair value of our fair value  hedges  and  underlying  hedged
               liabilities.  Net losses on derivative  instruments were $590,000
               for the three months ended March 31, 2005,  compared to net gains
               of $32,000 for the three months ended March 31, 2004;

         >>    a decline  of  $493,000  in  rental  income  associated  with our
               reduced commercial leasing activities;

         >>    a gain,  net of  expenses,  of  $390,000 on the sale of a Midwest
               branch banking  office in February  2004.  There were no sales of
               branch  banking  offices  during the three months ended March 31,
               2005;

         >>    a decline of $267,000 in income  associated  with standby letters
               of credit;

         >>    a decline of $65,000 in brokerage  revenue  primarily  associated
               with overall market conditions and reduced customer demand; and

         >>    a net increase in losses on the  disposition  of certain  assets,
               primarily  attributable  to a $319,000 net loss on the demolition
               of a branch drive-thru facility in the first quarter of 2005.

Noninterest Expense

         Noninterest  expense was $63.8  million and $52.6 million for the three
months ended March 31, 2005 and 2004,  respectively.  Our  efficiency  ratio was
64.28%  and  55.25%  for the  three  months  ended  March  31,  2005  and  2004,
respectively. The efficiency ratio is used by the financial services industry to
measure an organization's operating efficiency.  The efficiency ratio represents
the ratio of noninterest  expense to net interest income and noninterest income.
The increase in  noninterest  expense was primarily  attributable  to an overall
increase in expenses resulting from our 2004 acquisitions, an increase in salary
and employee  benefit  expenses  and an increase in expenses and losses,  net of
gains, on other real estate owned, partially offset by a decrease in write-downs
on various operating leases associated with our commercial leasing business.

         Salaries  and  employee  benefits  expense was $32.9  million and $27.7
million for the three  months  ended March 31, 2005 and 2004,  respectively.  We
attribute  the overall  increase to increased  salaries  and  employee  benefits
expenses  associated with 18 additional  branches acquired in 2004, four de novo
branches  opened in 2004 and one de novo  branch  opened  in  January  2005,  in
addition to generally  higher salary and employee  benefit costs associated with
employing and retaining qualified personnel,  including higher employee benefits
expense.  Our number of employees on a full-time  equivalent  basis increased to
approximately  2,200 at March 31, 2005,  from  approximately  1,980 at March 31,
2004.

         Occupancy,  net of rental income,  and furniture and equipment  expense
totaled  $9.3 million and $9.1 million for the three months ended March 31, 2005
and 2004, respectively. The increase is attributable to higher levels of expense
resulting   from  recent   acquisitions,   as  well  as   technology   equipment
expenditures, continued expansion and renovation of various corporate and branch
offices, and increased depreciation expense associated with capital expenditures
and acquisitions.

         Information  technology fees were $8.2 million and $8.0 million for the
three  months  ended  March  31,  2005 and  2004,  respectively.  As more  fully
described in Note 6 to our Consolidated  Financial  Statements,  First Services,
L.P., a limited partnership  indirectly owned by our Chairman and members of his
immediate  family,  provides  information  technology  and  operational  support
services  to our  subsidiaries  and us.  We  attribute  the level of fees to our
recent acquisitions,  growth and technological  advancements consistent with our
product and service offerings, continued expansion and upgrades to technological
equipment,  networks and  communication  channels,  partially  offset by expense
reductions  resulting  from  the  information   technology  conversions  of  our
acquisitions   completed  in  2004,  as  well  as  the  achievement  of  certain
efficiencies  associated with the implementation of various technology projects.
The  information  technology  conversions  of CCB and CIB Bank were completed in
September 2004 and February 2005, respectively.

         Legal,  examination  and  professional  fees were $2.4 million and $1.6
million  for the three  months  ended  March 31,  2005 and 2004.  The  continued
expansion of overall corporate  activities,  the ongoing  professional  services
utilized  by  certain  of  our  acquired  entities,  and  increased  legal  fees
associated with commercial loan  documentation,  collection  efforts and certain
defense  litigation  costs  primarily  related  to  acquired  entities  have all
contributed to the overall expense levels in 2004 and 2005. The increase in 2005
is also  attributable  to  $386,000  of fees  paid for  information  technology,
accounting and other  services  provided by the seller of CIB Bank pursuant to a
service agreement to provide services from the date of sale,  November 30, 2004,
through the date of system conversion, mid-February 2005.
<PAGE>
         Amortization   of   intangibles   associated   with  the   purchase  of
subsidiaries  was $1.2 million and  $658,000  million for the three months ended
March 31, 2005 and 2004, respectively. The increase is primarily attributable to
core deposit  intangibles  associated with our  acquisitions of CCB and CIB Bank
completed in 2004.

         Communications  and  advertising  and  business   development  expenses
increased to $2.2 million from $1.7 million for the three months ended March 31,
2005 and 2004,  respectively.  The expansion of our sales, marketing and product
group in 2004 and broadened  advertising  campaigns  have  contributed to higher
expenditures  and are  consistent  with our  continued  focus on  expanding  our
banking franchise and the products and services  available to our customers.  We
continue  our  efforts  to  manage  these  expenses  through   renegotiation  of
contracts,  enhanced focus on advertising and promotional  activities in markets
that offer greater benefits, as well as ongoing cost containment efforts.

         Other  expense was $6.0  million and $2.6  million for the three months
ended March 31, 2005 and 2004, respectively.  Other expense encompasses numerous
general and  administrative  expenses including  insurance,  freight and courier
services,  correspondent  bank  charges,  miscellaneous  losses and  recoveries,
expenses on other real estate owned,  memberships  and  subscriptions,  transfer
agent fees,  sales taxes and travel,  meals and  entertainment.  The increase is
primarily attributable to:

         >>    an increase of $2.8 million of  expenditures  and losses,  net of
               gains,  on other real  estate.  Expenditures  and losses,  net of
               gains,  on other real  estate were  $38,000 for the three  months
               ended March 31, 2005,  in comparison to net gains of $2.7 million
               for  the  comparable  period  in  2004.  The  increase  in  these
               noninterest  expenses  for the three months ended March 31, 2005,
               as compared to the  comparable  period in 2004, was primarily due
               to a $2.7 million gain recorded in February 2004 on the sale of a
               residential  and  recreational   development  property  that  was
               transferred to other real estate in January 2003;

         >>    expenses associated with our acquisitions  completed during 2004,
               particularly CIB Bank; and

         >>    continued growth and expansion of our banking franchise.

Provision for Income Taxes

         The  provision for income taxes was $13.3 million and $11.6 million for
the three months ended March 31, 2005 and 2004, respectively.  The effective tax
rate was 37.54% and 38.82% for the three  months  ended March 31, 2005 and 2004,
respectively.  The lower  effective  tax rate for the first three months of 2005
was the result of a lower effective state tax rate.

                          Interest Rate Risk Management

         We utilize derivative financial instruments to assist in our management
of interest rate  sensitivity  by modifying the  repricing,  maturity and option
characteristics  of certain assets and  liabilities.  The  derivative  financial
instruments we held as of March 31, 2005 and December 31, 2004 are summarized as
follows:
<TABLE>
<CAPTION>
                                                                     March 31, 2005             December 31, 2004
                                                                ------------------------    -------------------------
                                                                  Notional      Credit       Notional        Credit
                                                                   Amount      Exposure       Amount        Exposure
                                                                   ------      --------       ------        --------
                                                                            (dollars expressed in thousands)

<S>                                                             <C>                <C>        <C>             <C>
         Cash flow hedges.....................................  $  300,000         834        500,000          1,233
         Fair value hedges....................................     126,200       2,773        276,200          9,609
         Interest rate lock commitments.......................       6,100          --          5,400             --
         Forward commitments to sell
           mortgage-backed securities.........................      37,000          --         34,000             --
                                                                ==========      ======        =======         ======
</TABLE>

         The notional  amounts of our  derivative  financial  instruments do not
represent amounts exchanged by the parties and, therefore,  are not a measure of
our credit exposure  through our use of these  instruments.  The credit exposure
represents  the  loss we would  incur in the  event  the  counterparties  failed
completely  to  perform  according  to the  terms  of the  derivative  financial
instruments  and the  collateral  held to support the credit  exposure was of no
value.

         During the three months ended March 31, 2005 and 2004,  we realized net
interest  income on our  derivative  financial  instruments  of $3.6 million and
$16.2  million,  respectively.  The  decrease is  primarily  attributable  to an
increase in prevailing  interest rates that began in mid-2004 and continued into
2005,  the  maturity of $800.0  million  notional  amount of interest  rate swap
agreements in 2004, the maturity of $200.0 million  notional  amount of interest
rate swap  agreements  designated  as cash flow  hedges in March  2005,  and the
termination  of $150.0  million of interest rate swap  agreements  designated as

<PAGE>

fair value hedges in February  2005, as further  discussed  below.  Although the
Company has implemented  other methods to mitigate the reduction in net interest
income,  as further  discussed  below,  the maturity and termination of the swap
agreements  will result in a reduction of future net interest income and further
compression  of our net interest  margin  unless  interest  rates  increase.  We
recorded net losses on derivative instruments, which are included in noninterest
income in our  consolidated  statements  of income,  of  $590,000  for the three
months  ended  March 31,  2005,  in  comparison  to net gains of $32,000 for the
comparable  period in 2004. The decrease in 2005 reflects  valuation  changes in
the fair value of our fair value hedges and the underlying hedged liabilities.

Cash Flow Hedges.  During September 2000, March 2001, April 2001, March 2002 and
July 2003,  we entered into interest  rate swap  agreements  of $600.0  million,
$200.0  million,  $175.0  million,  $150.0 million and $200.0  million  notional
amount,  respectively,  to effectively lengthen the repricing characteristics of
certain  interest-earning  assets to correspond  more closely with their funding
source  with the  objective  of  stabilizing  cash flow,  and  accordingly,  net
interest income over time. The underlying hedged assets are certain loans within
our commercial loan portfolio.  The swap agreements,  which have been designated
as cash flow hedges,  provide for us to receive a fixed rate of interest and pay
an adjustable rate of interest  equivalent to the weighted average prime lending
rate minus 2.70%, 2.82%, 2.82%, 2.80% and 2.85%, respectively.  The terms of the
swap agreements provide for us to pay and receive interest on a quarterly basis.
In November  2001,  we  terminated  $75.0  million  notional  amount of the swap
agreements  originally  entered into in April 2001,  which would have expired in
April  2006,  in order to  appropriately  modify our overall  hedge  position in
accordance  with our interest rate risk  management  program.  In addition,  the
$150.0 million notional amount swap agreement that we entered into in March 2002
matured on March 14, 2004, the $600.0 million  notional  amount swap  agreements
that we entered into in September  2000 matured on September  20, 2004,  and the
$200.0 million  notional  amount swap  agreements  that we entered into in March
2001  matured  on March 21,  2005.  The amount  receivable  by us under the swap
agreements  was $2.4 million and $2.7 million at March 31, 2005 and December 31,
2004,  respectively,  and the amount payable by us under the swap agreements was
$1.5  million  and  $1.4  million  at March  31,  2005 and  December  31,  2004,
respectively.

         In October 2004,  we  implemented  the guidance  required by the FASB's
Derivatives  Implementation Group on Statement of Financial Accounting Standards
No.  133   Implementation   Issue  No.  G25,   Cash  Flow   Hedges:   Using  the
First-Payments-Received Technique in Hedging the Variable Interest Payments on a
Group of Non-Benchmark-Rate-Based Loans, or DIG issue G25, and de-designated all
of  the  specific   pre-existing  cash  flow  hedging  relationships  that  were
inconsistent with the guidance in DIG Issue G25. Consequently,  the $4.1 million
net gain associated with the  de-designated  cash flow hedging  relationships at
September  30, 2004,  is being  amortized to interest  income over the remaining
lives of the respective hedging  relationships,  which ranged from approximately
six  months  to  three  years  at the  date of  implementation.  We  elected  to
prospectively  re-designate new cash flow hedging relationships based upon minor
revisions  to the  underlying  hedged  items as required by the  guidance in DIG
Issue G25.  The  implementation  of DIG Issue G25 did not and is not expected to
have a material  impact on our  consolidated  financial  statements,  results of
operations or interest rate risk management program.

         The maturity dates, notional amounts,  interest rates paid and received
and fair value of our  interest  rate swap  agreements  designated  as cash flow
hedges as of March 31, 2005 and December 31, 2004 were as follows:
<TABLE>
<CAPTION>

                                                                Notional     Interest Rate  Interest Rate    Fair
                          Maturity Date                          Amount          Paid         Received       Value
                          -------------                          ------          ----         --------       -----
                                                                         (dollars expressed in thousands)

         March 31, 2005:
<S>                                                            <C>               <C>            <C>        <C>
             April 2, 2006...................................  $  100,000        2.93%          5.45%      $  1,461
             July 31, 2007...................................     200,000        2.90           3.08         (5,236)
                                                               ----------                                  --------
                                                               $  300,000        2.91           3.87       $ (3,775)
                                                               ==========       =====          =====       ========

         December 31, 2004:
             March 21, 2005..................................  $  200,000        2.43%          5.24%      $  1,155
             April 2, 2006...................................     100,000        2.43           5.45          2,678
             July 31, 2007...................................     200,000        2.40           3.08         (2,335)
                                                               ----------                                  --------
                                                               $  500,000        2.42           4.42       $  1,498
                                                               ==========       =====          =====       ========
</TABLE>
<PAGE>

Fair Value Hedges. We entered into the following  interest rate swap agreements,
designated  as  fair  value  hedges,   to  effectively   shorten  the  repricing
characteristics  of certain  interest-bearing  liabilities  to  correspond  more
closely with their funding source with the objective of stabilizing net interest
income over time:

         >>    During  January  2001,  we entered  into $50.0  million  notional
               amount of  three-year  interest rate swap  agreements  and $150.0
               million   notional   amount  of  five-year   interest  rate  swap
               agreements  that  provide  for us to  receive  a  fixed  rate  of
               interest and pay an adjustable rate of interest equivalent to the
               three-month London Interbank Offering Rate. The underlying hedged
               liabilities  are a portion of our other time deposits.  The terms
               of the  swap  agreements  provide  for us to  pay  interest  on a
               quarterly basis and receive  interest on a semiannual  basis. The
               amount  receivable  by us  under  the  swap  agreements  was $3.9
               million at December 31, 2004,  and the amount payable by us under
               the swap  agreements  was  $695,000  at  December  31,  2004.  In
               September 2003, we discontinued hedge accounting treatment on the
               $50.0  million  notional  amount of  three-year  swap  agreements
               entered  into in  January  2001  due to the  loss  of our  highly
               correlated  hedge  positions  between the swap agreements and the
               underlying hedged liabilities.  Consequently,  the resulting $1.3
               million basis adjustment of the underlying hedged liabilities was
               recorded as a reduction of interest  expense  over the  remaining
               weighted average maturity of the underlying hedged liabilities of
               approximately  three  months.  This $50.0  million  notional swap
               agreement matured in January 2004.  Effective  February 25, 2005,
               we terminated  the remaining  $150.0 million  notional  amount of
               five-year  interest rate swap agreements that hedged a portion of
               our other time deposits.  The  termination of the swap agreements
               resulted from an increasing level of  ineffectiveness  associated
               with the  correlation  of the hedge  positions  between  the swap
               agreements and the underlying  hedged  liabilities  that had been
               anticipated  as  the  swap  agreements  neared  their  originally
               scheduled  maturity  dates in January 2006.  The  resulting  $3.1
               million basis adjustment of the underlying hedged  liabilities is
               being  recorded as interest  expense over the remaining  weighted
               average  maturity  of  the  underlying   hedged   liabilities  of
               approximately ten months.

         >>    During May 2002, we entered into $55.2 million notional amount of
               interest  rate swap  agreements  that provide for us to receive a
               fixed rate of  interest  and pay an  adjustable  rate of interest
               equivalent to the three-month London Interbank Offering Rate plus
               2.30%.  The underlying  hedged  liabilities  are a portion of our
               subordinated debentures. The terms of the swap agreements provide
               for us to pay and receive  interest on a quarterly  basis.  There
               were no amounts  receivable or payable by us at March 31, 2005 or
               December 31, 2004.

         >>    During March 2003 and April 2003,  we entered into $25.0  million
               and $46.0 million notional amount, respectively, of interest rate
               swap  agreements  that  provide for us to receive a fixed rate of
               interest and pay an adjustable rate of interest equivalent to the
               three-month  London Interbank Offering Rate plus 2.55% and 2.58%,
               respectively.  The underlying hedged liabilities are a portion of
               our  subordinated  debentures.  The terms of the swap  agreements
               provide for us to pay and receive  interest on a quarterly basis.
               There  were no amounts  receivable  or payable by us at March 31,
               2005 or December 31, 2004.


<PAGE>

         The maturity dates, notional amounts,  interest rates paid and received
and fair value of our interest  rate swap  agreements  designated  as fair value
hedges as of March 31, 2005 and December 31, 2004 were as follows:
<TABLE>
<CAPTION>

                                                                Notional    Interest Rate  Interest Rate    Fair
                          Maturity Date                          Amount         Paid         Received       Value
                          -------------                          ------         ----         --------       -----
                                                                         (dollars expressed in thousands)

         March 31, 2005:
<S>                                                             <C>             <C>           <C>           <C>
             December 31, 2031................................  $  55,200        4.86%         9.00%      $  1,160
             March 20, 2033...................................     25,000        5.11          8.10         (1,267)
             June 30, 2033....................................     46,000        5.14          8.15         (2,252)
                                                                ---------                                 --------
                                                                $ 126,200        5.01          8.51       $ (2,359)
                                                                =========       =====         =====       ========

         December 31, 2004:
             January 9, 2006 (1)..............................  $ 150,000        2.06%         5.51%      $  3,610
             December 31, 2031................................     55,200        4.27          9.00          2,171
             March 20, 2033...................................     25,000        4.52          8.10           (929)
             June 30, 2033....................................     46,000        4.55          8.15         (1,689)
                                                                ---------                                 --------
                                                                $ 276,200        3.14          6.88       $  3,163
                                                                =========       =====         =====       ========
         ------------------
         (1) The interest rate swap agreements were terminated effective February 25, 2005, as further discussed above.
</TABLE>

Interest  Rate Cap  Agreements.  During 2003 and 2004, we entered into five term
reverse   repurchase   agreements  under  master   repurchase   agreements  with
unaffiliated  third parties,  as further described in Note 9 to our Consolidated
Financial Statements. The underlying securities associated with the term reverse
repurchase   agreements  are   mortgage-backed   securities  and  callable  U.S.
Government agency securities and are held by other financial  institutions under
safekeeping agreements. The term reverse repurchase agreements were entered into
with the  objective of  stabilizing  net  interest  income over time and further
protecting net interest margin against  changes in interest rates.  The interest
rate cap  agreements  included  within the term  reverse  repurchase  agreements
represent  embedded  derivative  instruments  which, in accordance with existing
accounting literature governing derivative  instruments,  are not required to be
separated  from  the  term  reverse  repurchase  agreements  and  accounted  for
separately  as a  derivative  financial  instrument.  As such,  the term reverse
repurchase  agreements  are reflected in other  borrowings  in the  consolidated
balance sheets and the related interest expense is reflected as interest expense
on other  borrowings  in the  consolidated  statements  of  income.  As  further
described in Note 9 to our Consolidated Financial Statements, on March 21, 2005,
we modified  our term reverse  repurchase  agreements  under  master  repurchase
agreements  with  unaffiliated  third parties to terminate the interest rate cap
agreements embedded within the agreements and simultaneously enter into interest
rate floor agreements,  also embedded within the agreements. The effect of these
modifications  resulted in related  modifications to the existing  interest rate
spread from LIBOR for the underlying agreements.  The modified terms of the term
reverse repurchase  agreements will become effective  immediately  following the
next respective  quarterly scheduled interest payment dates, which will occur in
the  second  quarter  of 2005.  We did not incur any costs  associated  with the
modifications of the agreements nor did the modifications  result in a change to
the accounting treatment of the embedded derivative instruments.

Pledged  Collateral.  At March 31, 2005 and  December  31,  2004,  we had a $5.0
million  letter of  credit  issued on our  behalf  to the  counterparty  and had
pledged investment  securities  available for sale with a fair value of $230,000
and  $527,000,   respectively,   in  connection  with  our  interest  rate  swap
agreements. At March 31, 2005, we had pledged cash of $9.1 million as collateral
in connection with our interest rate swap  agreements.  At December 31, 2004, we
had accepted cash of $6.0 million as collateral in connection  with our interest
rate swap agreements.

Interest Rate Lock  Commitments / Forward  Commitments  to Sell  Mortgage-Backed
Securities.  Derivative  financial  instruments issued by us consist of interest
rate lock commitments to originate  fixed-rate loans to be sold.  Commitments to
originate  fixed-rate loans consist  primarily of residential real estate loans.
These net loan  commitments  and loans  held for sale are  hedged  with  forward
contracts  to sell  mortgage-backed  securities.  The  carrying  value  of these
interest  rate  lock  commitments  included  in  derivative  instruments  in the
consolidated  balance  sheets was  $45,000  and  $20,000  at March 31,  2005 and
December 31, 2004, respectively.


<PAGE>

                       Loans and Allowance for Loan Losses

         Interest earned on our loan portfolio  represents the principal  source
of income  for First  Bank.  Interest  and fees on loans were 83.9% and 87.6% of
total  interest  income  for the three  months  ended  March 31,  2005 and 2004,
respectively.  Total loans, net of unearned discount, increased $18.5 million to
$6.16 billion,  or 71.6% of total assets,  at March 31, 2005,  compared to $6.14
billion, or 70.3% of total assets, at December 31, 2004. The overall increase in
loans, net of unearned discount, in 2005 is primarily attributable to:

         >>    an  increase  of  $56.8  million  in  our  real  estate  mortgage
               portfolio primarily attributable to internal growth, management's
               business strategy decision in mid-2003 to retain a portion of the
               new loan  production in our real estate  mortgage  portfolio as a
               result of continued weak loan demand in other sectors of our loan
               portfolio,  and a home equity  product line campaign that we held
               in mid-2004; and

         >>    an  increase  of $21.5  million in loans held for sale  resulting
               from the timing of loan sales in the secondary  mortgage  market,
               coupled with an overall increase in loan  origination  volumes as
               compared to the fourth quarter 2004 partially  offset by the sale
               of certain acquired loans; partially offset by

         >>    a decrease  of $44.8  million in our  commercial,  financial  and
               agricultural  portfolio,  due  partially to a decline in internal
               loan volumes and an  anticipated  amount of attrition  associated
               with our  acquisitions  completed  during 2004,  particularly CIB
               Bank,  as  well  as  general  runoff  of  balances   within  this
               portfolio;

         >>    a decrease of $12.0 million in our real estate  construction  and
               development   portfolio   resulting   primarily   from   seasonal
               fluctuations on existing and available credit lines; and

         >>    a decrease of $3.0  million in consumer  and  installment  loans,
               reflecting  continued  reductions in new non-real estate consumer
               lending  volumes and the  repayment  of principal on our existing
               portfolio.



<PAGE>

         Nonperforming  assets include nonaccrual loans,  restructured loans and
other real estate.  The following table presents the categories of nonperforming
assets and certain ratios as of March 31, 2005 and December 31, 2004:
<TABLE>
<CAPTION>

                                                                                   March 31,       December 31,
                                                                                     2005              2004
                                                                                     ----              ----
                                                                                (dollars expressed in thousands)
         Commercial, financial and agricultural:
<S>                                                                              <C>                  <C>
           Nonaccrual.........................................................   $     8,430          10,147
           Restructured.......................................................            --               4
         Real estate construction and development:
           Nonaccrual.........................................................        16,848          13,435
         Real estate mortgage:
           One-to-four family residential:
              Nonaccrual......................................................        11,342           9,881
              Restructured....................................................            11              11
           Multi-family residential loans:
              Nonaccrual......................................................           419             434
           Commercial real estate loans:
              Nonaccrual......................................................        41,604          50,671
         Lease financing:
           Nonaccrual.........................................................           832             907
         Consumer and installment:
           Nonaccrual.........................................................           286             310
                                                                                 -----------      ----------
                  Total nonperforming loans...................................        79,772          85,800
         Other real estate....................................................         1,822           4,030
                                                                                 -----------      ----------
                  Total nonperforming assets..................................   $    81,594          89,830
                                                                                 ===========      ==========

         Loans, net of unearned discount......................................   $ 6,156,446       6,137,968
                                                                                 ===========      ==========

         Loans past due 90 days or more and still accruing....................   $     8,846          28,689
                                                                                 ===========      ==========

         Ratio of:
           Allowance for loan losses to loans.................................          2.34%           2.46%
           Nonperforming loans to loans.......................................          1.30            1.40
           Allowance for loan losses to nonperforming loans...................        180.71          175.65
           Nonperforming assets to loans and other real estate................          1.32            1.46
                                                                                 ===========      ==========
</TABLE>

         Nonperforming  loans,  consisting  of loans on  nonaccrual  status  and
certain  restructured loans, were $79.8 million at March 31, 2005, in comparison
to $85.8 million at December 31, 2004.  Other real estate owned was $1.8 million
and $4.0  million  at  March  31,  2005 and  December  31,  2004,  respectively.
Nonperforming  assets,  consisting of nonperforming  loans and other real estate
owned,  improved by 9.17% during the first  quarter of 2005 to $81.6  million at
March 31, 2005,  compared to $89.8  million at December 31, 2004. A  significant
portion of nonperforming assets includes nonperforming loans associated with our
recent  acquisition of CIB Bank in November 2004,  which have decreased to $43.7
million at March 31, 2005 from $50.5 million at December 31, 2004. Nonperforming
loans were 1.30% of loans, net of unearned discount, at March 31, 2005, compared
to 1.40% at December 31, 2004. Additionally,  loans past due 90 days or more and
still accruing decreased from $28.7 million at December 31, 2004 to $8.8 million
at March 31, 2005. The decrease in nonperforming  loans and problem loans during
the three  months  ended  March 31,  2005  primarily  resulted  from the sale of
approximately  $2.8 million of certain  acquired  nonperforming  loans, net loan
charge-offs  of $6.6  million,  loan  payoffs  and/or  refinancings  of  various
credits,  and loan renewals.  A portion of the loan payoffs and sales during the
first quarter of 2005 pertaining to certain  acquired  nonperforming  loans that
were classified as loans held for sale as of December 31, 2004  contributed to a
reallocation  of the purchase price on our  acquisition of Hillside,  as further
discussed in Note 2 to our Consolidated Financial Statements.  Additionally,  we
recorded an addition write-down on an acquired parcel of other real estate owned
to its  estimated  fair value based upon  additional  data  received.  This $1.6
million  write-down  on other real estate  owned,  which was also recorded as an
acquisition-related  adjustment  and  is  further  discussed  in  Note  2 to our
Consolidated  Financial  Statements,  further  contributed  to the  decrease  in
nonperforming assets.




<PAGE>

         Loan  charge-offs  were $12.6  million and $11.5  million for the three
months ended March 31, 2005 and 2004,  respectively.  Loan  charge-offs,  net of
recoveries,  were $6.6 million and $5.3 million for the three months ended March
31,  2005 and 2004,  respectively.  The  allowance  for loan  losses  was $144.2
million at March 31, 2005,  compared to $150.7 million at December 31, 2004. Our
allowance  for loan losses as a percentage of loans,  net of unearned  discount,
was 2.34% at March 31, 2005,  compared to 2.46% at December  31,  2004,  and our
allowance for loan losses as a percentage of nonperforming  loans was 180.71% at
March 31, 2005, compared to 175.65% at December 31, 2004. We continue to closely
monitor our loan  portfolio  and address  the  ongoing  challenges  posed by the
current economic  environment,  including reduced loan demand within our certain
sectors of our loan portfolio. We consider this in our overall assessment of the
adequacy  of  the  allowance  for  loan  losses.   Despite  the  improvement  in
nonperforming  assets  during  2005,  we  anticipate  nonperforming  assets will
continue to remain at somewhat elevated levels in the near future as a result of
the significant level of acquired  nonperforming loans associated with our three
acquisitions  in the later part of 2004,  particularly,  our  acquisition of CIB
Bank in November 2004.

         Each month, the credit  administration  department  provides management
with detailed  lists of loans on the watch list and summaries of the entire loan
portfolio by risk rating. These are coupled with analyses of changes in the risk
profile  of the  portfolio,  changes in  past-due  and  nonperforming  loans and
changes  in watch  list and  classified  loans over  time.  In this  manner,  we
continually  monitor the overall  increases or decreases in the level of risk in
the  portfolio.  Factors are applied to the loan  portfolio for each category of
loan risk to  determine  acceptable  levels of  allowance  for loan  losses.  In
addition,  a quarterly  evaluation  of each lending  unit is performed  based on
certain factors,  such as lending personnel  experience,  recent credit reviews,
loan  concentrations  and other factors.  Based on this  evaluation,  additional
provisions may be required due to the perceived  risk of particular  portfolios.
The  calculated  allowance  required for the  portfolio is then  compared to the
actual allowance  balance to determine the provisions  necessary to maintain the
allowance at appropriate  levels.  In addition,  management  exercises a certain
degree of judgment in its analysis of the overall  adequacy of the allowance for
loan losses. In its analysis,  management considers the change in the portfolio,
including growth,  composition,  the ratio of net loans to total assets, and the
economic  conditions  of  the  regions  in  which  we  operate.  Based  on  this
quantitative and qualitative analysis,  provisions are made to the allowance for
loan losses.  Such  provisions are reflected in our  consolidated  statements of
income.

         Changes in the  allowance  for loan losses for the three  months  ended
March 31, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                         ------------------------
                                                                                             2005          2004
                                                                                             ----          ----
                                                                                       (dollars expressed in thousands)


<S>                                                                                       <C>            <C>
         Balance, beginning of period.................................................    $ 150,707      116,451
         Other adjustments (1)........................................................           --        1,000
                                                                                          ---------     --------
                                                                                            150,707      117,451
                                                                                          ---------     --------
         Loans charged-off............................................................      (12,636)     (11,494)
         Recoveries of loans previously charged-off...................................        6,083        6,164
                                                                                          ---------     --------
             Net loan charge-offs.....................................................       (6,553)      (5,330)
                                                                                          ---------     --------
         Provision for loan losses....................................................           --       12,750
                                                                                          ---------     --------
         Balance, end of period.......................................................    $ 144,154      124,871
                                                                                          =========     ========
         ---------------
         (1)   In December 2003, we  established a $1.0 million specific reserve for estimated  losses on  a $5.3 million letter
               of credit that was recorded in accrued and other liabilities in our consolidated balance sheets. In January 2004,
               the letter of credit was fully funded as a loan and the related $1.0 million  specific  reserve was  reclassified
               from accrued and other liabilities to the allowance for loan losses.
</TABLE>


<PAGE>


                                    Liquidity

         Our  liquidity  is the ability to maintain a cash flow that is adequate
to fund  operations,  service debt  obligations  and meet  obligations and other
commitments  on a timely basis.  We receive  funds for  liquidity  from customer
deposits,  loan  payments,  maturities  of  loans  and  investments,   sales  of
investments and earnings.  In addition,  we may avail ourselves of other sources
of funds by issuing  certificates  of deposit in  denominations  of  $100,000 or
more, borrowing federal funds, selling securities under agreements to repurchase
and utilizing  borrowings from the Federal Home Loan Banks and other borrowings,
including our revolving  credit line.  The aggregate  funds  acquired from these
sources were $1.38  billion and $1.42 billion at March 31, 2005 and December 31,
2004, respectively.

         The  following  table  presents the  maturity  structure of these other
sources of funds,  which consists of certificates of deposit of $100,000 or more
and other borrowings, including our note payable, at March 31, 2005:
<TABLE>
<CAPTION>

                                                                Certificates of Deposit     Other
                                                                  of $100,000 or More    Borrowings          Total
                                                                  -------------------    ----------          -----
                                                                          (dollars expressed in thousands)

<S>                                                                    <C>                 <C>               <C>
         Three months or less.....................................     $198,416            176,365           374,781
         Over three months through six months.....................      130,263              4,144           134,407
         Over six months through twelve months....................      239,066                 --           239,066
         Over twelve months.......................................      250,071            379,500           629,571
                                                                       --------           --------         ---------
              Total...............................................     $817,816            560,009         1,377,825
                                                                       ========           ========         =========
</TABLE>

         In addition to these  sources of funds,  First Bank has  established  a
borrowing  relationship  with  the  Federal  Reserve  Bank  of St.  Louis.  This
borrowing  relationship,  which is  secured by  commercial  loans,  provides  an
additional liquidity facility that may be utilized for contingency  purposes. At
March 31, 2005 and December 31, 2004, First Bank's borrowing  capacity under the
agreement was approximately $796.5 million and $778.7 million,  respectively. In
addition,  First Bank's borrowing  capacity  through its  relationship  with the
Federal Home Loan Bank was  approximately  $465.4  million and $505.2 million at
March 31, 2005 and  December 31,  2004,  respectively.  Exclusive of the Federal
Home Loan Bank advances  outstanding of $29.6 million and $35.6 million at March
31, 2005 and December 31, 2004,  respectively,  which represent advances assumed
in conjunction with various acquisitions,  First Bank had no amounts outstanding
under its  borrowing  arrangement  with the Federal  Home Loan Bank at March 31,
2005 and December 31, 2004.

         In addition  to our owned  banking  facilities,  we have  entered  into
long-term leasing  arrangements to support our ongoing activities.  The required
payments under such  commitments and other  obligations at March 31, 2005 are as
follows:
<TABLE>
<CAPTION>


                                                            Less than       1-3          3-5         Over
                                                             1 Year        Years        Years       5 Years      Total
                                                             ------       ------        -----       -------      -----
                                                                       (dollars expressed in thousands)

<S>                                                        <C>             <C>          <C>         <C>         <C>
         Operating leases...............................   $    9,967      14,720       9,898       17,762      52,347
         Certificates of deposit (1)....................    1,904,314     685,074     156,165       38,590   2,784,143
         Other borrowings (1)...........................      176,509     365,500       3,000       11,000     556,009
         Note payable (1)...............................        4,000          --          --           --       4,000
         Subordinated debentures (1)....................           --          --          --      271,835     271,835
         Other contractual obligations..................        2,387         336         102           20       2,845
                                                           ----------   ---------     -------      -------   ---------
              Total.....................................   $2,097,177   1,065,630     169,165      339,207   3,671,179
                                                           ==========   =========     =======      =======   =========
         ---------------
         (1)  Amounts exclude the related interest expense accrued on these obligations as of March 31, 2005.
</TABLE>


<PAGE>

         Management  believes the available  liquidity and operating  results of
First  Bank will be  sufficient  to  provide  funds for growth and to permit the
distribution  of  dividends  to us  sufficient  to meet our  operating  and debt
service  requirements,  both on a short-term  and  long-term  basis,  and to pay
interest  on the  subordinated  debentures  that  we  issued  to our  affiliated
statutory and business financing trusts.

                       Effects of New Accounting Standards

         In November 2003, the Emerging  Issues Task Force,  or EITF,  reached a
consensus  on certain  disclosure  requirements  under  EITF Issue No 03-1,  The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments.  The new  disclosure  requirements  apply to investment in debt and
marketable  equity  securities  that are  accounted  for  under  SFAS  No.  115,
Accounting for Certain  Investments in Debt and Equity Securities,  and SFAS No.
124,  Accounting for Certain  Investments Held by Not-for-Profit  Organizations.
Effective  for fiscal  years  ending after  December  15,  2003,  companies  are
required to disclose information about debt or marketable equity securities with
market  values below  carrying  values.  We  previously  adopted the  disclosure
requirements of EITF Issue No. 03-1. In March 2004, the EITF came to a consensus
regarding EITF 03-1.  Securities in scope are those subject to SFAS 115 and SFAS
124. The EITF adopted a three-step  model that requires  management to determine
if impairment  exists,  decide  whether it is other than  temporary,  and record
other-than-temporary  losses in earnings.  In September  2004, the FASB approved
issuing a Staff Position to delay the  requirement to record  impairment  losses
under  EITF  03-1,  but  broadened  the  scope to  include  additional  types of
securities.  As  proposed,  the delay  would  have  applied  only to those  debt
securities  described in paragraph 16 of EITF 03-1,  the Consensus that provides
guidance  for  determining  whether  an  investment's  impairment  is other than
temporary and should be recognized in income.  The approved  delay will apply to
all  securities  within the scope of EITF 03-1 and is  expected  to end when new
guidance is issued and comes into effect.

         In December 2003,  the Accounting  Standards  Executive  Committee,  or
AcSEC, issued SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired
in a Transfer,  effective  for loans  acquired in fiscal years  beginning  after
December 15, 2004. The scope of SOP 03-3 applies to problem loans that have been
acquired, either individually in a portfolio, or in an acquisition.  These loans
must have evidence of credit  deterioration and the purchaser must not expect to
collect  contractual  cash flows.  SOP 03-3  updates  Practice  Bulletin  No. 6,
Amortization of Discounts on Certain  Acquired  Loans,  for more recently issued
literature,  including  FASB  Statements  No. 114,  Accounting  by Creditors for
Impairment of a Loan; No. 115,  Accounting  for Certain  Investments in Debt and
Equity  Securities;  and No. 140,  Accounting  for  Transfers  and  Servicing of
Financial Assets and Extinguishments of Liabilities.  Additionally, it addresses
FASB Statement No. 91,  Accounting for  Nonrefundable  Fees and Costs Associated
with  Originating or Acquiring  Loans and Initial Direct Costs of Leases,  which
requires  that  discounts be  recognized as an adjustment of yield over a loan's
life.  SOP 03-3 states that an institution  may no longer  display  discounts on
purchased  loans  within the scope of SOP 03-3 on the balance  sheet and may not
carry over the  allowance  for loan losses.  For those loans within the scope of
SOP 03-3,  this statement  clarifies that a buyer cannot carry over the seller's
allowance   for  loan   losses  for  the   acquisition   of  loans  with  credit
deterioration.  Loans acquired with evidence of  deterioration in credit quality
since  origination  will need to be  accounted  for under a new method  using an
income  recognition model. This prohibition also applies to purchases of problem
loans not  included in a purchase  business  combination,  which  would  include
syndicated  loans  purchased  in the  secondary  market  and loans  acquired  in
portfolio  purchases.  We are further  evaluating certain of the requirements of
SOP 03-3 to determine its impact on our  consolidated  financial  statements and
results of  operations  as it relates to the recently  completed  and  announced
acquisitions,  as  further  described  in Note 2 to our  Consolidated  Financial
Statements, and future transactions.

         On March 1, 2005, the Board of Governors of the Federal Reserve System,
or Board,  adopted a final rule,  Risk-Based Capital Standards:  Trust Preferred
Securities and the Definition of Capital,  that allows for the continued limited
inclusion of trust preferred  securities in Tier 1 capital, as further discussed
in Note 7 to our  Consolidated  Financial  Statements.  The  Board's  final rule
limits  restricted  core capital  elements to 25% of the sum of all core capital
elements,  including restricted core capital elements,  net of goodwill less any
associated  deferred tax liability.  Amounts of restricted core capital elements
in excess of these limits may  generally be included in Tier 2 capital.  Amounts
of qualifying  trust  preferred  securities and cumulative  perpetual  preferred
stock in excess of the 25% limit may be included in Tier 2 capital, but limited,
together with subordinated debt and limited-life preferred stock, to 50% of Tier
1 capital.  In  addition,  the final rule  provides  that in the last five years



<PAGE>

before the maturity of the underlying  subordinated note, the outstanding amount
of the associated trust preferred securities is excluded from Tier 1 capital and
included in Tier 2 capital,  subject to  one-fifth  amortization  per year.  The
final rule provides for a five-year  transition  period,  ending March 31, 2009,
for the  application  of the  quantitative  limits.  Until March 31,  2009,  the
aggregate  amount  of  qualifying   cumulative  perpetual  preferred  stock  and
qualifying trust preferred  securities that may be included in Tier 1 capital is
limited to 25% of the sum of the  following  core capital  elements:  qualifying
common stockholders' equity,  qualifying  noncumulative and cumulative perpetual
preferred  stock,  qualifying  minority  interest  in  the  equity  accounts  of
consolidated subsidiaries and qualifying trust preferred securities. First Banks
has evaluated the impact of the final rule on the Company's  financial condition
and results of  operations,  and determined  the  implementation  of the Board's
final rule, as adopted,  will reduce First Banks' regulatory  capital ratios, as
set forth in Note 7 to our Consolidated Financial Statements.



<PAGE>


       ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At December 31, 2004, our risk management  program's  simulation  model
indicated a loss of projected  net interest  income in the event of a decline in
interest  rates.  We are  "asset-sensitive,"  indicating  that our assets  would
generally reprice with changes in rates more rapidly than our liabilities. While
a decline in interest  rates of less than 100 basis points was projected to have
a  relatively  minimal  impact on our net  interest  income,  an  instantaneous,
parallel  decline in the interest  yield curve of 100 basis  points  indicated a
pre-tax  projected loss of approximately  8.9% in net interest income,  based on
assets and  liabilities at December 31, 2004. At March 31, 2005, we remain in an
"asset-sensitive" position and thus, remain subject to a higher level of risk in
a  declining  interest  rate  environment.  Although we do not  anticipate  that
instantaneous shifts in the yield curve as projected in our simulation model are
likely,  these are  indications  of the effects that  changes in interest  rates
would have over time.  Our  asset-sensitive  position,  coupled with declines in
income  associated  with our  interest  rate swap  agreements  and  increases in
prevailing  interest  rates  beginning in mid-2004 and  continuing  in 2005,  is
reflected in our net  interest  margin for the three months ended March 31, 2005
as  compared  to the  comparable  period  in 2004 and  further  discussed  under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations  -- Results of  Operations."  During the three months ended March 31,
2005, our  asset-sensitive  position and overall  susceptibility to market risks
have not changed materially.  However,  prevailing interest rates have continued
to rise during the three months ended March 31, 2005.




<PAGE>


                        ITEM 4 - CONTROLS AND PROCEDURES

         Our  Chief  Executive  Officer,  who is  our  principal  executive  and
principal financial officer,  has evaluated the effectiveness of our "disclosure
controls and  procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities  Exchange  Act of 1934,  or the Exchange  Act),  as of the end of the
period covered by this report.  Based on such  evaluation,  our Chief  Executive
Officer  has  concluded  that,  as of the  end of  such  period,  the  Company's
disclosure  controls and  procedures  are  effective in  recording,  processing,
summarizing  and  reporting,  on a  timely  basis,  information  required  to be
disclosed  by the  Company in the  reports  that it files or  submits  under the
Exchange Act. There have not been any changes in the Company's  internal control
over  financial  reporting  (as such  term is  defined  in Rules  13a-15(f)  and
15d-15(f) under the Exchange Act) during the fiscal quarter to which this report
relates that have materially  effected,  or are reasonably  likely to materially
affect, the Company's control over financial reporting.



<PAGE>


                           Part II - OTHER INFORMATION

                    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K


(a)      The exhibits are numbered in accordance with the Exhibit Table of  Item
         601 of Regulation S-K.

         Exhibit Number                    Description
         --------------                    -----------

               31      Rule 13a-14(a)/15d-14(a) Certifications - filed herewith.

               32      Section 1350 Certifications - filed herewith.

(b) Reports on Form 8-K.

         During the quarter ended March 31, 2005, we filed the following Current
Reports on Form 8-K:

         >>    Current Report on Form 8-K, filed January 27, 2005 - Item 2.02 of
               the report  referenced a press  release  announcing  First Banks,
               Inc.'s  financial  results  for the three  months  and year ended
               December 31,  2004.  A copy of the press  release was included as
               Exhibit 99.

         >>    Current  Report on Form  8-K/A,  filed March 30, 2005 - Amendment
               No. 1 to the Current Report on Form 8-K, filed November 30, 2004,
               which  reported the  completion of the Company's  acquisition  of
               Hillside Investors, Ltd. and its wholly owned banking subsidiary,
               CIB  Bank.  Parts  (a)  and (b) of Item  9.01 of the  Form  8-K/A
               referenced  amendment  of such  report to include  the  financial
               statements  required  pursuant  to  Regulation  S-X  and  for the
               periods  specified  in Rule  3-05(b)  of  Regulation  S-X (17 CFR
               210.3-05(b))  and the pro forma  financial  information  required
               pursuant  to  Article  11 of  Regulation  S-X (17 CFR  210).  The
               required consolidated financial statements of Hillside Investors,
               Ltd.  as of December  31, 2003 and 2002,  and for the years ended
               December 31, 2003,  2002 and 2001 were  included as Exhibit 99.2.
               The required pro forma financial  information as of September 30,
               2004 and for the nine  months  ended  September  30, 2004 and the
               year ended December 31, 2003 was included as Exhibit 99.3.



<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                              FIRST BANKS, INC.



                              By: /s/ Allen H. Blake
                                  ----------------------------------------------
                                      Allen H. Blake
                                      President, Chief Executive Officer and
                                      Chief Financial Officer
                                      (Principal Executive Officer and Principal
                                      Financial and Accounting Officer)

Date:  May 13, 2005


<PAGE>


                                                                      EXHIBIT 31

                           CERTIFICATIONS REQUIRED BY
                        RULE 13a-14(a) OR RULE 15d-14(a)
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Allen H. Blake, certify that:

1.   I have reviewed this Quarterly  Report on Form 10-Q (the "Report") of First
     Banks, Inc. (the "Registrant");

2.   Based on my knowledge, this Report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  Report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Report;

4.   The  Registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this Report is being prepared;

     b)   Evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures and presented in this Report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this Report based on such evaluation; and

     c)   Disclosed  in this  Report  any  change in the  Registrant's  internal
          control over financial reporting that occurred during the Registrant's
          most recent fiscal quarter (the Registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  Registrant's  internal
          control over financial reporting; and

5.   The Registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the Registrant's auditors and the audit committee of the Registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  Registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          control over financial reporting.


Date:  May 13, 2005

                              FIRST BANKS, INC.


                              By: /s/ Allen H. Blake
                                  ----------------------------------------------
                                      Allen H. Blake
                                      President, Chief Executive Officer and
                                      Chief Financial Officer
                                      (Principal Executive Officer and Principal
                                      Financial and Accounting Officer)


<PAGE>


                                                                      EXHIBIT 32

                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350


         I,  Allen H.  Blake,  President,  Chief  Executive  Officer  and  Chief
Financial  Officer of First Banks,  Inc. (the "Company"),  certify,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

         (1)   The  Quarterly  Report  on  Form  10-Q  of the  Company  for  the
               quarterly  period  ended  March  31,  2005 (the  "Report")  fully
               complies with the  requirements of Sections 13(a) or 15(d) of the
               Securities Exchange Act of 1934; and

         (2)   The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


Date:  May 13, 2005

                              By: /s/ Allen H. Blake
                                  ----------------------------------------------
                                      Allen H. Blake
                                      President, Chief Executive Officer and
                                      Chief Financial Officer
                                      (Principal Executive Officer and Principal
                                      Financial and Accounting Officer)