8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

January 27, 2011

Date of Report (Date of earliest event reported)

FIRST BANKS, INC.

(Exact name of registrant as specified in its charter)

MISSOURI	0-20632	43-1175538
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

(314) 854-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As of 5:00 p.m., New York City time, on January 25, 2011, First Banks, Inc. (the “Company”), the holder of 100% of the outstanding common stock of First Preferred Capital Trust IV (the “Trust”), had obtained the requisite consents from the holders of the 8.15% cumulative trust preferred securities of the Trust (the “Trust Preferred Securities”) (CUSIP No. 33610A209) approving amendments to: (a) the Indenture, dated April 1, 2003, relating to the 8.15% Subordinated Debentures due 2033 issued by the Company to the Trust (the “Indenture”); (b) the Amended and Restated Trust Agreement, dated April 1, 2003, relating to the Trust (the “Trust Agreement”); and (c) the Preferred Securities Guarantee, dated April 1, 2003 (the “Guarantee Agreement̶ 1;). The consent solicitation terminated on January 26, 2011 after receipt by the Company and the Trustee of validly executed consents from the holders of a majority in aggregate liquidation amount of the outstanding Trust Preferred Securities.

On January 26, 2011, the Company entered into the amendments that were approved in the consent solicitation, which consist of: (i) the First Supplemental Indenture, dated as of January 26, 2011 (the “Supplemental Indenture”), between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee; (ii) the First Amendment to the Trust Agreement, dated January 26, 2011 (the “Trust Amendment”), among the Company, The Bank of New York Mellon Trust Company, N.A., as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein; and (iii) the First Amendment to Preferred Securities Guarantee Agreement, dated as of January 26, 2011 (the “Guarantee Amendment”), between the Company, as Guarantor, and The Ba nk of New York Mellon Trust Company, N.A., as Guarantee Trustee.

The Supplemental Indenture amends Sections 4.3 and 5.6 of the Indenture, both of which set forth various restrictions on the Company’s activities during a Deferral Period (as defined in the Indenture), to: (i) allow the Company or a subsidiary or affiliate of the Company to issue its capital stock in exchange for or upon conversion of outstanding capital stock of the Company or any subsidiary or affiliate or for outstanding indebtedness of the Company ranking pari passu with or junior to the Debentures (as defined in the Indenture)(which would include any tranche of junior subordinated debentures relating to trust preferred securities) during a Deferral Period; (ii) permit the Company to exchange any of the Trust Preferred Securities that it beneficially owns for an equal principal amount of correspo nding junior subordinated debentures and then cancel such indebtedness during a Deferral Period; and (iii) permit the Company to acquire less than all of any outstanding Debentures or any of the Trust Preferred Securities during a Deferral Period.

The Trust Amendment adds a new Section 8.20 to the Trust Agreement to direct the Property Trustee to cancel any Trust Preferred Securities held and surrendered to it by the Company, which would then permit the Trustee under the Indenture to cancel the corresponding indebtedness.

The Guarantee Amendment amends Section 6.1 of the Guarantee Agreement, which sets forth the same restrictions on the Company’s activities during a Deferral Period as are listed in Sections 4.3 and 5.6 of the Indenture, to conform to the amendments effected by the Supplemental Indenture.

The foregoing summary of the provisions of the Supplemental Indenture, the Trust Amendment and the Guarantee Amendment is qualified in its entirety by reference to the full text of the agreements, copies of which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and hereby incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The information disclosed in Item 1.01 is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As of 5:00 p.m., New York City time, on January 25, 2011, the Company had received the requisite consents from the holders of the outstanding Trust Preferred Securities of the amendments effected by the Supplemental Indenture, Trust Amendment, and Guarantee Amendment pursuant to the consent solicitation, which was subsequently terminated on January 26, 2011. As previously disclosed, the amendments required validly executed consents from holders, or their duly designated proxies, of a majority in aggregate liquidation amount of the outstanding Trust Preferred Securities. As of October 12, 2010, the record date of the consent solicitation, there were 1,840,000 total Trust Preferred Securities outstanding and entitled to provide consent to the proposed amendments.

Holders of the Trust Preferred Securities voted on three proposals that were disclosed in the Consent Solicitation Statement, dated October 15, 2010, which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, as filed with the United States Securities and Exchange Commission on October 18, 2010. Proposal 1 authorized the amendments effected by the Supplemental Indenture, Proposal 2 authorized the amendments effected by the Trust Amendment, and Proposal 3 authorized the amendments effected by the Guarantee Amendment, as described above. The holders of a majority in aggregate liquidation amount of the outstanding Trust Preferred Securities approved all three proposals. The results of the consent solicitation (exclusive of Trust Preferred Securities owned by the Company and its affilia tes) were as follows:

	Proposal 1 (Indenture Amendments)	Proposal 2 (Trust Agreement Amendments)	Proposal 3 (Guarantee Agreement Amendments)
Approve (% of total shares outstanding)	949,552 (51.62%)	950,737 (51.68%)	934,377 (50.79%)
Abstain	227,608	228,405	242,305
No response	662,440	660,458	662,918

Item 8.01 Other Events.

On January 21, 2011, the Company issued a press release announcing that it had extended its consent solicitation from the holders of the Trust Preferred Securities. The consent solicitation was initially scheduled to expire on November 19, 2010, 5:00 p.m. New York City time, was previously extended until January 21, 2011, 5:00 p.m. New York City time, and was extended again until February 4, 2011, 5:00 p.m. New York City time in order to give the holders of the Trust’s trust preferred securities adequate time and opportunity to evaluate the proposed amendments and submit their response. The consent solicitation terminated on January 26, 2011 after receipt by the Company and the Trustee of validly executed consents from the holders of a majority in aggregate liquidation amount of the outstanding Trust Preferred Securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
4.1	First Supplemental Indenture, dated as of January 26, 2011, between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee – filed herewith.
4.2	First Amendment to the Amended and Restated Trust Agreement of First Preferred Capital Trust IV, dated January 26, 2011, among the Company, The Bank of New York Mellon Trust Company, N.A., as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein –filed herewith.
4.3	First Amendment to Preferred Securities Guarantee Agreement, dated as of January 26, 2011, between the Company, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Guarantee Trustee – filed herewith.
99.1	Press Release issued on January 21, 2011 – filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FIRST BANKS, INC.
Date:	January 27, 2011	By:	/s/	Terrance M. McCarthy
				Terrance M. McCarthy
				President and Chief Executive Officer

Exhibit Index

Exhibit
Number	Description
4.1	First Supplemental Indenture, dated as of January 26, 2011, between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.2	First Amendment to the Amended and Restated Trust Agreement of First Preferred Capital Trust IV, dated January 26, 2011, among the Company, The Bank of New York Mellon Trust Company, N.A., as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein.
4.3	First Amendment to Preferred Securities Guarantee Agreement, dated as of January 26, 2011, between the Company, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Guarantee Trustee.
99.1	Press Release issued on January 21, 2011.

EX-4

Exhibit 4.1

                                                                                                                       &# 160;

FIRST SUPPLEMENTAL INDENTURE

Dated as of January 26, 2011

to

INDENTURE

Dated as of April 1, 2003

Between

FIRST BANKS, INC.

as Issuer

and

The Bank of New York Mellon Trust Company, N.A.

As Trustee

8.15% SUBORDINATED DEBENTURES DUE 2033

                                                                                                                       &# 160;

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of  January 26, 2011, between First Banks, Inc., a Missouri corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Company and the Trustee are parties to that certain Indenture dated as of April 1, 2003 (the “Indenture”), pursuant to which 8.15% subordinated debentures due 2033 (the “Debentures”) have been issued by the Company; and

WHEREAS, Section 11.2 of the Indenture permits the Company and the Trustee, with the consent of the holders (the “Holders”) of the preferred securities (the “Trust Preferred Securities”) issued by First Preferred Capital Trust IV (the “Trust”), to execute one or more supplemental indentures for the purpose of modifying the provisions of the Indenture;

WHEREAS, the Company desires to amend Sections 4.3 and 5.6 of the Indenture, each of which sets forth various restrictions on the Company’s activities during a period in which interest payments are being deferred under the Indenture (a “Deferral Period”), to:

(i)           allow the Company or a subsidiary or affiliate of the Company to issue its capital stock in exchange for or upon conversion of outstanding capital stock of the Company or any subsidiary or affiliate or for outstanding indebtedness of the Company ranking pari passu with or junior to the Debentures during a Deferral Period;

(ii)          permit the Company to exchange any trust preferred securities that it beneficially owns for an equal principal amount of corresponding junior subordinated debentures and then cancel such indebtedness during a Deferral Period; and

(iii)         permit the Company to acquire less than all of any outstanding Debentures or any of the Trust Preferred Securities during a Deferral Period.

           WHEREAS, the Company has obtained the consent of the Holders of not less than a majority in liquidation preference of the Trust Preferred Securities and has delivered to the Trustee evidence satisfactory to the Trustee that such consents have been given and, as of the date hereof, have not been withdrawn or revoked;

WHEREAS, the Company has requested the Trustee join with it in the execution and delivery of this Supplemental Indenture pursuant to Section 11.2 of the Indenture and has delivered to the Trustee board resolutions, an officers’ certificate, and an opinion of counsel;

WHEREAS, all other covenants and conditions precedent, if any, provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with as of the date hereof with respect to such authorization; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in compliance with Section 11.2 of the Indenture and in consideration of the covenants contained herein and intending to be legally bound hereby, the Company and the Trustee agree as follows:

ARTICLE 1.

AMENDED SECTIONS

Section 1.1.  Section 4.3 of the Indenture is replaced in its entirety with the following language:

Section 4.3       Limitation on Transactions.  If (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) there shall have occurred and be continuing any Event of Default, then (a) neither the Company nor any of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (A) dividends or distributions in common stock of the Company or such Subsidiary, as the case may be, or any declaration of a non-cash dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (B) purchases of common stock of the Company related to the rights under any of the Company’s benefit plans for its directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock, (D) dividends or distributions made by a Subsidiary to the Company, (E) dividends or distributions made by a Subsidiary to a Subsidiary, or (F) as a result of:  (i) any exchange or conversion of any class or series of the Company’s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company) for any class or series of the Company’s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company); or (ii) any exchange or conversion of any class or series of the Company’s indebtedness ranking pari passu with or junior to the Debentures for any class or series of the Company’s ca pital stock (or any capital stock of a Subsidiary or Affiliate of the Company); (b) neither the Company nor any Subsidiary shall make any payment of principal, interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with (including without limitation the Company’s 9.25% Subordinated Debentures due 2027 issued to First Preferred Capital Trust I, the Company’s 10.24% Subordinated Debentures due 2030 issued to First Preferred Capital Trust II and the Company’s 9.00% Subordinated Debentures due 2031 issued to First Preferred Capital Trust III) or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee, may redeem or otherwise acquire any such debt securities corresponding to trust preferred securities that are beneficially owned by the Company and are surrendered to the appropriate trustee, and may acquire its outstanding indebtedness in a transaction described in Section 4.3(a)(F) above.  The term “capital stock” as used in this Indenture shall not include the 8.50% Subordinated Debentures due 2028 issued by First Banks America, Inc. to First America Capital Trust or the 8.50% Cumulative Trust Preferred Securities issued by First America Capital Trust.

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Section 1.2.  Section 5.6 of the Indenture is replaced in its entirety with the following language:

Section 5.6       Limitation on Transactions.  If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred and be continuing any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such Extension Period, or any extension thereof, shall be continuing, then (a) neither the Compan y nor any of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (A) dividends or distributions in common stock of the Company or such Subsidiary, as the case may be, or any declaration of a non-cash dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (B) purchases of common stock of the Company related to the rights under any of the Company’s benefit plans for its directors, officers or employees, (C) as a result of a reclassification of its capital stock, (D) dividends or distributions made by a Subsidiary to the Company, (E) dividends or distributions made by a Subsidiary to a Subsidiary, or (F) as a result of:  (i) any exchange or conversion of any class or series of the Company& #8217;s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company) for any class or series of the Company’s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company); or (ii) any exchange or conversion of any class or series of the Company’s indebtedness ranking pari passu with or junior to the Debentures for any class or series of the Company’s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company); (b) neither the Company nor any Subsidiary shall make any payment of principal, interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with (including without limitation the Company’s 9.25% Subordinated Debentures due 2027 issued to First Preferred Capital Trust I, the Company’s 10.24% Subordinated Debentures due 2030 issued to First Prefer red Capital Trust II, the Company’s 9.00% Subordinated Debentures due 2031 issued to First Preferred Capital Trust III, the Company’s Floating Rate Junior Subordinated Debt Securities due 2032 issued to First Bank Capital Trust, and the First Banks America, Inc. 8.50% Subordinated Debentures due 2028 issued to First America Capital Trust) or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee, may redeem or otherwise acquire such debt securities corresponding to any trust preferred securities that are beneficially owned by the Company and are surrendered to the appropriate trustee, and may acquire its outstanding indebtedness in a transaction described in Section 5.6(a)(F) above.

3

ARTICLE 2.

MISCELLANEOUS

Section 2.1.  Ratification of Indenture.  The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 2.2.  Separability.  In case any one or more of the provisions contained in the Indenture or this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or this First Supplemental Indenture, but the Indenture and this First Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 2.3.  Concerning the Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, or with respect to any document used in connection with the solicitation of consents from the Holders of Trust Preferred Securities or the consents for such Holders, all of which recitals are made solely by the Company.  All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in res pect of the First Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

Section 2.4.  Governing Law.  This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict of law principles thereof.

Section 2.5.  Successors and Assigns. This First Supplemental Indenture shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto and the Holders of any Trust Preferred Securities or Debentures then outstanding.

4

Section 2.6.  Headings. The headings used in this First Supplemental Indenture are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this First Supplemental Indenture.

Section 2.7.  Counterparts. This First Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Section 2.8.  Definitions. Capitalized terms used herein and not otherwise defined herein shall have the same meanings assigned to such terms as in the Indenture.

[Signature page follows]

5

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.

FIRST BANKS, INC.
By:	/s/  Terrance M. McCarthy
Name:	Terrance M. McCarthy
Title:	President and Chief Executive
	Officer
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
By:	/s/  M. Callahan
Name:	M. Callahan
Title:	Vice President

6

EX-4

Exhibit 4.2

FIRST AMENDMENT TO THE AMENDED AND RESTATED TRUST AGREEMENT

OF FIRST PREFERRED CAPITAL TRUST IV

This First Amendment (the “Amendment”), dated January 26, 2011, to the Amended and Restated Trust Agreement (the “Trust Agreement”) dated April 1, 2003, of First Preferred Capital Trust IV (the “Trust”), is entered into by and among First Banks, Inc., a Missouri corporation (the “Company” or the “Depositor”); The Bank of New York Mellon Trust Company, N.A., a national banking association, as Property Trustee (the “Property Trustee”); Wilmington Trust Company, a Delaware banking corporation, as Delaware Trustee (the “Delaware Trustee”); and Allen H. Blake, an individual, Terrance M. McCarthy, an individual, and Lisa K. Vansickle, an individual (collectively, the “Administrati ve Trustees,” and together with the Property Trustee and the Delaware Trustee, the “Trustees”).

WITNESSETH:

WHEREAS, the Depositor and the Trustees are also parties to the Trust Agreement, and the Property Trustee also serves as Trustee under an Indenture dated April 1, 2003 relating to the Company’s 8.15% subordinated notes due 2033 (the “Indenture”);

WHEREAS, the Depositor has obtained the consent of the Holders of not less than a majority in liquidation preference of the Trust Preferred Securities to the execution and delivery by the Company and the Trustee of the First Supplemental Indenture (the “First Supplemental Indenture”) dated as of January 26, 2011 to the Indenture and has delivered to the Trustee evidence satisfactory to the Trustee that such consents have been given and, as of the date of the execution and delivery thereof, had not been withdrawn or revoked, together with such other documents as are required under the Indenture;

WHEREAS, the sole source of distributions by the Trust to holders of its Preferred Securities is payments made by the Company to the Trustee under the Indenture;

WHEREAS, the Depositor desires to amend the Trust Agreement in order to conform to the existing provisions of the Indenture, as supplemented and amended by the First Supplemental Indenture;

           WHEREAS, the Depositor has requested that the Trustees join with it in the execution and delivery of this Amendment, has obtained the consent of the Holders of not less than a majority in liquidation preference of the Trust Preferred Securities to this Amendment, has delivered to the Trustees evidence satisfactory to the Trustees that such consents have been given and as of the date hereof have not been withdrawn or revoked, has delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1002(g) of the Trust Agreement, and has delivered to the Trustees an Opinion of Counsel pursuant to Section 1002(b) of the Trust Agreement;

WHEREAS, all covenants and conditions precedent, if any, provided for in the Trust Agreement relating to the execution of this Amendment have been complied with as of the date hereof with respect to such authorization; and

WHEREAS, all things necessary to make this Amendment a valid agreement of the parties in accordance with its terms have been performed, and the execution and delivery of this Amendment has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1.

AMENDED SECTION

Section 1.1.  Article VIII of the Trust Agreement is hereby amended to add the following new Section 8.20:

Section 8.20       The Company shall have the right to direct the Property Trustee to present Debentures to the Trustee for cancellation at any time and from time to time in a principal amount equal to the Liquidation Amount of any Preferred Securities beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be cancelled bears to the total number of Preferred Securities then outstanding.  Such Debentures shall be cancelled pursuant to this Section 8.20 only in exchange for and upon surrender by the Company to the Property Trustee of the Preferr ed Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount of Debentures shall be cancelled by the Debenture Trustee and shall no longer be deemed outstanding.

ARTICLE 2.

MISCELLANEOUS

Section 2.1.  Ratification.  The Trust Agreement, as amended by this Amendment, is in all respects ratified and confirmed, and this Amendment shall be deemed part of the Trust Agreement in the manner and to the extent herein and therein provided.

Section 2.2.  Severability.  In case any one or more of the provisions contained in the Trust Agreement or this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Trust Agreement or this Amendment, but the Trust Agreement and this Amendment shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 2.3.  Concerning the Trustees.  The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amendment or for or in respect of the recitals contained herein, or with respect to any document used in connection with the solicitation of consents from the holders of Preferred Securities or the consents for such holders, all of which recitals are made solely by the Depositor.  All of the provisions contained in the Trust Agreement in respect of the rights, privileg es, immunities, powers, and duties of the Trustees shall be applicable in respect of the Amendment as fully and with like force and effect as though fully set forth in full herein.

 

Section 2.4.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles thereof.

Section 2.5.  Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto and the holders of any Common Securities or Preferred Securities then outstanding.

Section 2.6.  Headings. The headings used in this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

Section 2.7.  Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Section 2.8.  Definitions. Capitalized terms used herein and not otherwise defined herein shall have the same meanings assigned to such terms as in the Trust Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.

FIRST BANKS, INC.
as Depositor
By:	/s/  Terrance M. McCarthy
Name:	Terrance M. McCarthy
Title:	President and Chief Executive
	Officer
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Property Trustee
By:	/s/  M. Callahan
Name:	M. Callahan
Title:	Vice President
WILMINGTON TRUST COMPANY
as Delaware Trustee
By:	/s/  Michael H. Wass
Name:	Michael H. Wass
Title:	Senior Financial Services
	Officer
/s/  Allen H. Blake
Allen H. Blake
as Administrative Trustee
/s/  Terrance M. McCarthy
Terrance M. McCarthy
as Administrative Trustee
/s/  Lisa K. Vansickle
Lisa K. Vansickle
as Administrative Trustee

EX-4

Exhibit 4.3

FIRST AMENDMENT TO PREFERRED SECURITIES GUARANTEE AGREEMENT

THIS FIRST AMENDMENT TO PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Amendment”), dated as of January 26, 2011, between First Banks, Inc., a Missouri corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Guarantee Trustee (the “Guarantee Trustee”).

WITNESSETH:

WHEREAS, the Guarantor and the Guarantee Trustee are parties to that certain Indenture dated as of April 1, 2003 (the “Indenture”), pursuant to which 8.15% subordinated debentures due 2033 (the “Debentures”) have been issued by the Guarantor; and

WHEREAS, the Guarantor and the Guarantee Trustee are also parties to a Preferred Securities Guarantee Agreement dated April 1, 2003 (the “Guarantee Agreement”), pursuant to which the Guarantor guarantees certain payments to the holders (the “Holders”) of the preferred securities (the “Preferred Securities”) issued by First Preferred Capital Trust IV, a Delaware Statutory Trust (the “Trust”);

WHEREAS, the Indenture and Guarantee Agreement set forth certain restrictions on the Company’s activities during a period in which interest payments are being deferred under the Indenture (a “Deferral Period”);

WHEREAS, the Guarantor desires to amend Section 6.1 of the Guarantee to conform to certain amendments being made contemporaneously to the Indenture;

           WHEREAS, the Guarantor has obtained the consent of the Holders of not less than a majority in liquidation preference of the Preferred Securities to the Amendment and has delivered to the Guarantee Trustee evidence satisfactory to the Guarantee Trustee that such consents have been given and, as of the date hereof, have not been withdrawn or revoked;

WHEREAS, the Guarantor has requested the Guarantee Trustee join with it in the execution and delivery of this Amendment and has delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel pursuant to Section 2.5 of the Guarantee Agreement;

WHEREAS, all other covenants and conditions precedent, if any, provided for in the Guarantee Agreement relating to the execution of this Amendment have been complied with as of the date hereof with respect to such authorization; and

WHEREAS, all things necessary to make this Amendment a valid agreement of the Guarantor in accordance with its terms have been performed, and the execution and delivery of this Amendment has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the covenants contained herein and intending to be legally bound hereby, the Guarantor and the Guarantee Trustee agree as follows:

ARTICLE 1.

AMENDED SECTION

Section 1.1.  Section 6.1 of the Guarantee Agreement is replaced in its entirety with the following language:

Section 6.1       Limitation on Transactions.  So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default under this Preferred Securities Guarantee, an event of default under the Trust Agreement or during an Extension Period (as defined in the Indenture), then (a) neither the Guarantor nor any of its Subsidiaries (as defined in the Indenture) shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (as such term is defined in the Indenture), except as permitted in such circumstances by the Indenture; (b) the Guarantor s hall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with (including without limitation the Guarantor’s 9.25% Subordinated Debentures due 2027 issued to First Preferred Capital Trust I, the Guarantor’s 10.24% Subordinated Debentures due 2030 issued to First Preferred Capital Trust II and the Guarantor’s 9.00% Subordinated Debentures due 2031 issued to First Preferred Capital Trust III) or junior to the Debentures or make any guarantee payments with respect to any guarantee of the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior to the Debentures, other than payments under this Preferred Securities Guarantee, except as permitted in such circumstances by the Indenture.

ARTICLE 2.

MISCELLANEOUS

Section 2.1.  Ratification.  The Guarantee Agreement, as amended by this Amendment, is in all respects ratified and confirmed, and this Amendment shall be deemed part of the Guarantee Agreement in the manner and to the extent herein and therein provided.

Section 2.2.  Severability.  In case any one or more of the provisions contained in the Guarantee Agreement or this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Guarantee Agreement or this Amendment, but the Guarantee Agreement and this Amendment shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

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Section 2.3.  Concerning the Guarantee Trustee.  The Guarantee Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amendment or for or in respect of the recitals contained herein, or with respect to any document used in connection with the solicitation of consents from the Holders of Preferred Securities or the consents for such Holders, all of which recitals are made solely by the Guarantor.  All of the provisions contained in the Guarantee Agreement in respect of the rights, privileges, immunities, powers, and duties of the Guarantee Trustee shall be applicable in respect of the Amendment as fully and with like force and effect as though fully set forth in full herein.

Section 2.4.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict of law principles thereof.

Section 2.5.  Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto and the Holders of any Preferred Securities then outstanding.

Section 2.6.  Headings. The headings used in this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

Section 2.7.  Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Section 2.8.  Definitions. Capitalized terms used herein and not otherwise defined herein shall have the same meanings assigned to such terms as in the Guarantee Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.

FIRST BANKS, INC.
By:	/s/  Terrance M. McCarthy
Name:	Terrance M. McCarthy
Title:	President and Chief
	Executive Officer
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Guarantee Trustee
By:	/s/  M. Callahan
Name:	M. Callahan
Title:	Vice President

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EX-99

Exhibit 99.1

FIRST BANKS, INC.

ST. LOUIS, MISSOURI

NEWS RELEASE

Contacts:	Terrance M. McCarthy	Lisa K. Vansickle
	President and	Executive Vice President and
	Chief Executive Officer	Chief Financial Officer
	First Banks, Inc.	First Banks, Inc.
	(314) 854-4600	(314) 854-4600

Traded:	NYSE – (CUSIP 33610A209)
Symbol:	FBSPrA – (First Preferred Capital Trust IV, an affiliated trust of First Banks, Inc.)

FOR IMMEDIATE RELEASE:

First Banks, Inc. Extends Deadline to Submit Consent

in the Consent Solicitation of First Preferred Capital Trust IV

St. Louis, Missouri, January 21, 2011.  First Banks, Inc. (the “Company”), the holder of 100% of the outstanding common stock of First Preferred Capital Trust IV (NYSE “FBSPrA”) (the “Trust”), announced today that it has extended its consent solicitation relating to the Trust and amendments to: (a) the Indenture, dated April 1, 2003, relating to the 8.15% Subordinated Debentures due 2033 issued by the Company to the Trust; (b) the Amended and Restated Trust Agreement, dated April 1, 2003, relating to the Trust; and (c) the Preferred Securities Guarantee, dated April 1, 2003, relating to the 8.15% cumulative trust preferred securities of the Trust. The consent solicitation commenced on October 15, 2010 and i s extended until February 4, 2011.

The consent solicitation was initially scheduled to expire on November 19, 2010, 5:00 p.m. New York City time, was previously extended until January 21, 2011, 5:00 p.m. New York City time, and has been extended again until February 4, 2011, 5:00 p.m. New York City time in order to give the holders of the Trust’s trust preferred securities adequate time and opportunity to evaluate the proposed amendments and submit their response.  As of the time of this release, holders of approximately 48% of the outstanding trust preferred securities of the Trust have approved the consent.  In order to become effective, the amendments must be approved through the consent of the holders of a majority of the outstanding trust preferred securities of the Trust. Terrance M. McCarthy, President and Ch ief Executive Officer of the Company, said, “We are pleased that many holders continue to turn their attention to the proposed amendments, which we believe provide an important opportunity to improve the capital position of the Company.  In order to ensure that all holders have adequate time to carefully consider the proposed amendments and to provide a response, we believe that a second extension to the solicitation period is warranted. We thank all holders for their support of the Company’s efforts to improve its capital position and encourage any holder who has not responded to the solicitation to do so.”

About First Banks

First Banks had assets of $7.89 billion at September 30, 2010 and currently operates 154 branch banking offices in California, Florida, Illinois and Missouri. Through its subsidiary bank, First Bank, the Company offers a broad range of financial products and services to consumers, businesses and other institutions.  Visit First Banks on the web at www.firstbanks.com.

Important Additional Information

In connection with the consent solicitation, on October 18, 2010, the Company filed a Consent Solicitation Statement, dated October 15, 2010, with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to a Current Report on Form 8-K, and on October 18, 2010, mailed the Consent Solicitation Statement and Letter of Consent to each holder entitled to consent to the proposed amendments.  Holders are urged to read the Consent Solicitation Statement, the Letter of Consent and any supplements or other relevant documents when they become available because they contain important information. The Consent Solicitation Statement, supplements and other documents (when available) may be obtained free of charge from the SECR 17;s website at http://www.sec.gov. These documents may also be obtained free of charge from the D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005 (Banks and Brokerage Firms, Please Call:  (212) 269-5550; All Others Call Toll-free:  (800) 290-6426).

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the consent solicitation. Information regarding the interests of the directors and executive officers of the Company in the solicitation is more specifically set forth in the Consent Solicitation Statement.