Exhibit 4.6


                 JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENT


         THIS  JUNIOR  SUBORDINATED  NOTE  SUBSCRIPTION  AGREEMENT,  dated as of
February 23, 2007 (this  "Agreement"),  between  First  Banks,  Inc., a Missouri
corporation  (the  "Company"),  and First Bank Statutory Trust VIII, a statutory
trust created under the laws of the State of Delaware (the "Trust"), relating to
the Junior  Subordinated  Notes due 2037 (the "Notes"),  issuable pursuant to an
Indenture,  dated the date  hereof,  between the Company  and  Wilmington  Trust
Company, as Trustee (the "Indenture").  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Indenture.

         WHEREAS,  the Company, the Trust and the Purchasers have entered into a
Purchase  Agreement,  dated  February 23, 2007 (the  "Purchase  Agreement"),  in
connection  with the  issuance  and sale of  preferred  securities  (liquidation
amount of $1,000 per security) (the "Preferred Securities") by the Trust; and

         WHEREAS,  the  Company  and  the  Trust  have  entered  into  a  Common
Securities Subscription Agreement, dated the date hereof (the "Common Securities
Subscription  Agreement"),  in  connection  with the issuance and sale of common
securities (liquidation amount of $1,000 per security) (the "Common Securities")
by the Trust; and

         WHEREAS,  in  connection  with the  Purchase  Agreement  and the Common
Securities  Subscription  Agreement  and the issuance and sale of the  Preferred
Securities and the Common Securities,  respectively, pursuant thereto, the Trust
desires to purchase  from the  Company,  and the Company  desires to sell to the
Trust, all of the Notes.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
conditions and  agreements  hereinafter  set forth,  the parties hereto agree as
follows:

         1.    The  Trust hereby offers to purchase  from the  Company,  and the
Company hereby accepts such offer and agrees to issue and sell to the Trust,  on
the date hereof,  TWENTY-FIVE  MILLION SEVEN HUNDRED  SEVENTY-FOUR  THOUSAND AND
00/100  DOLLARS   ($25,774,000)   aggregate   principal   amount  of  Notes,  in
consideration of the payment on or before the date hereof of TWENTY-FIVE MILLION
SEVEN  HUNDRED  SEVENTY-FOUR   THOUSAND  AND  00/100  DOLLARS  ($25,774,000)  in
immediately available funds.

         2.    The Company represents and warrants that the Notes have been duly
authorized  and  executed  by the  Company,  and,  when duly  authenticated  and
delivered to the Trust in accordance with the terms hereof and of the Indenture,
will constitute the valid and binding obligations of the Company entitled to the
benefits of the Indenture,  enforceable  against the Company in accordance  with
their  terms,  except to the extent that  enforcement  thereof may be limited by
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  creditors'  rights  generally  or by  general  principles  of  equity
(regardless of whether considered in a proceeding in equity or at law).

         3.    This Agreement  and  the  rights  and  obligations of each of the
parties  hereto shall be construed and enforced in accordance  with and governed
by the laws of the State of New York  without  reference to its conflict of laws
provisions (other than Section 5-1401 of the General Obligations Law).

         4.    ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY  HERETO OR
WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO
THE COURTS OF THE STATE OF NEW YORK,  IN AND FOR THE  COUNTY OF NEW YORK,  OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING  IN THE  BOROUGH  OF  MANHATTAN).  BY  EXECUTION  AND  DELIVERY  OF THIS
AGREEMENT,  EACH PARTY  ACCEPTS,  FOR  ITSELF  AND IN  RESPECT OF ITS  PROPERTY,
GENERALLY AND  UNCONDITIONALLY,  THE  JURISDICTION OF THE AFORESAID  COURTS (AND
COURTS  OF  APPEALS  THEREFROM)  FOR  LEGAL  PROCEEDINGS  ARISING  OUT  OF OR IN
CONNECTION WITH THIS AGREEMENT.

         5.    This Agreement may be executed  in  any  number of  counterparts,
each of which  so  executed  shall be  deemed  to be an  original,  but all such
counterparts shall together constitute but one and the same instrument. Delivery
of an executed signature page of this Agreement by facsimile  transmission shall
be effective as delivery of a manually executed counterpart hereof.



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.



                                    FIRST BANKS, INC.

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


                                    First Bank Statutory Trust VIII


                                    By:  /s/ Terrance M. McCarthy
                                       -----------------------------------------
                                             Terrance M. McCarthy
                                             Administrative Trustee


                                    By:  /s/ Peter D. Wimmer
                                       -----------------------------------------
                                             Peter D. Wimmer
                                             Administrative Trustee


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