10-Q

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 June 30, 2013
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File Number: 0-20632

FIRST BANKS, INC.

(Exact name of registrant as specified in its charter)

MISSOURI	43-1175538
(State or other jurisdiction of incorporation or organization)	(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)

__________________________

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.

þ Yes      o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes      o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer þ (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes      þ No

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

Class	Shares Outstanding at July 31, 2013
Common Stock, $250.00 par value	23,661

FIRSTBANKS,INC.

TABLE OFCONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Comprehensive Income (Loss)	3
	Consolidated Statements of Changes in Stockholders’ Equity	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	66
Item 4.	Controls and Procedures	66
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 6.	Exhibits	67
SIGNATURES		68

PARTI–FINANCIALINFORMATION

ITEM1–FINANCIALSTATEMENTS

FIRSTBANKS,INC.

CONSOLIDATEDBALANCESHEETS–(UNAUDITED)

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

	June 30, 2013			December 31, 2012
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	92,406		114,841
Short-term investments	423,139			404,005
Total cash and cash equivalents	515,545			518,846
Investment securities:
Available for sale	1,704,262			2,043,727
Held to maturity (fair value of $787,791 and $637,024, respectively)	800,453			631,553
Total investment securities	2,504,715			2,675,280
Loans:
Commercial, financial and agricultural	593,403			610,301
Real estate construction and development	167,269			174,979
Real estate mortgage	1,996,817			2,060,131
Consumer and installment	18,159			19,262
Loans held for sale	45,239			66,133
Net deferred loan costs (fees)	62			(59	)
Total loans	2,820,949			2,930,747
Allowance for loan losses	(85,633		)	(91,602	)
Net loans	2,735,316			2,839,145
Federal Reserve Bank and Federal Home Loan Bank stock	27,674			27,329
Bank premises and equipment, net	126,310			127,520
Goodwill	107,267			125,267
Deferred income taxes	16,321			29,042
Other real estate and repossessed assets	78,152			91,995
Other assets	66,612			67,996
Assets of discontinued operations	39,006			6,706
Total assets	$	6,216,918		6,509,126
LIABILITIES
Deposits:
Noninterest-bearing demand	$	1,198,846		1,327,183
Interest-bearing demand	636,582			1,000,666
Savings and money market	1,892,903			1,880,271
Time deposits of $100 or more	380,192			460,791
Other time deposits	713,763			823,936
Total deposits	4,822,286			5,492,847
Other borrowings	35,228			26,025
Subordinated debentures	354,172			354,133
Deferred income taxes	23,754			36,182
Accrued expenses and other liabilities	159,996			144,269
Liabilities of discontinued operations	550,683			155,711
Total liabilities	5,946,119			6,209,167
STOCKHOLDERS’ EQUITY
First Banks, Inc. stockholders’ equity:
Preferred stock:
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
Class C fixed rate, cumulative, perpetual, $1.00 par value, 295,400 shares authorized, issued and outstanding	293,563			291,757
Class D fixed rate, cumulative, perpetual, $1.00 par value, 14,770 shares authorized, issued and outstanding	17,343			17,343
Common stock, $250.00 par value, 25,000 shares authorized, 23,661 shares issued and outstanding	5,915			5,915
Additional paid-in capital	12,480			12,480
Retained deficit	(174,974		)	(179,513	)
Accumulated other comprehensive income	9,603			45,259
Total First Banks, Inc. stockholders’ equity	176,993			206,304
Noncontrolling interest in subsidiary	93,806			93,655
Total stockholders’ equity	270,799			299,959
Total liabilities and stockholders’ equity	$	6,216,918		6,509,126

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

1

FIRSTBANKS,INC.

CONSOLIDATEDSTATEMENTS OFOPERATIONS–(UNAUDITED)

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Interest income:
Interest and fees on loans	$	29,885		36,110			60,058			73,829
Investment securities	13,317			14,603			26,565			28,159
Federal Reserve Bank and Federal Home Loan Bank stock	307			223			610			560
Short-term investments	223			206			485			459
Total interest income	43,732			51,142			87,718			103,007
Interest expense:
Deposits:
Interest-bearing demand	74			104			150			213
Savings and money market	632			945			1,267			2,000
Time deposits of $100 or more	573			1,063			1,229			2,261
Other time deposits	978			1,800			2,081			3,885
Other borrowings	(15		)	20			(12		)	41
Subordinated debentures	3,733			3,683			7,409			7,369
Total interest expense	5,975			7,615			12,124			15,769
Net interest income	37,757			43,527			75,594			87,238
Provision for loan losses	—			—			—			2,000
Net interest income after provision for loan losses	37,757			43,527			75,594			85,238
Noninterest income:
Service charges on deposit accounts and customer service fees	8,607			9,200			16,921			17,975
Gain on loans sold and held for sale	1,572			3,595			3,125			5,983
Net gain (loss) on investment securities	345			(5		)	(71		)	517
Increase (decrease) in fair value of servicing rights	470			(1,981		)	624			(2,191		)
Loan servicing fees	1,776			1,910			3,493			3,918
Other	6,173			3,136			10,246			6,677
Total noninterest income	18,943			15,855			34,338			32,879
Noninterest expense:
Salaries and employee benefits	19,645			18,500			39,196			37,568
Occupancy, net of rental income	5,935			5,484			11,769			10,423
Furniture and equipment	2,538			2,663			5,121			5,250
Postage, printing and supplies	711			611			1,339			1,345
Information technology fees	5,270			5,865			10,555			11,911
Legal, examination and professional fees	1,497			2,929			3,160			5,446
Advertising and business development	584			435			1,016			970
FDIC insurance	1,838			3,075			3,720			6,305
Write-downs and expenses on other real estate and repossessed assets	1,259			4,732			2,770			8,282
Other	4,866			5,571			9,544			11,859
Total noninterest expense	44,143			49,865			88,190			99,359
Income from continuing operations before (benefit) provision for income taxes	12,557			9,517			21,742			18,758
(Benefit) provision for income taxes	(345		)	121			20			216
Net income from continuing operations, net of tax	12,902			9,396			21,722			18,542
Loss from discontinued operations, net of tax	(3,334		)	(2,273		)	(5,398		)	(4,581		)
Net income	9,568			7,123			16,324			13,961
Less: net income (loss) attributable to noncontrolling interest in subsidiary	105			(385		)	151			(445		)
Net income attributable to First Banks, Inc.	$	9,463		7,508			16,173			14,406
Preferred stock dividends declared and undeclared	4,947			4,690			9,828			9,317
Accretion of discount on preferred stock	908			883			1,806			1,767
Net income available to common stockholders	$	3,608		1,935			4,539			3,322
Basic and diluted earnings per common share from continuing operations	$	293.39		177.84			419.98			334.02
Basic and diluted loss per common share from discontinued operations	(140.90		)	(96.06		)	(228.14		)	(193.61		)
Basic and diluted earnings per common share	$	152.49		$	81.78		$	191.84		$	140.41
Weighted average shares of common stock outstanding	23,661			23,661			23,661			23,661

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

2

FIRSTBANKS,INC.

CONSOLIDATEDSTATEMENTS OFCOMPREHENSIVEINCOME (LOSS) –(UNAUDITED)

(dollars expressed in thousands)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
Net income	$	9,568		7,123		16,324		13,961
Other comprehensive (loss) income:
Unrealized (losses) gains on available-for-sale investment securities, net of tax	(16,551		)	5,152		(18,803	)	11,870
Reclassification adjustment for available-for-sale investment securities (gains) losses included in net income, net of tax	(191		)	3		(186	)	(336	)
Amortization of net unrealized gain associated with reclassification of available-for-sale investment securities to held-to-maturity investment securities, net of tax	(431		)	—		(860	)	—
Amortization of net loss related to pension liability, net of tax	30			21		60		42
Reclassification adjustment for deferred tax asset valuation allowance on investment securities	(13,769		)	2,776		(15,915	)	6,211
Reclassification adjustment for deferred tax asset valuation allowance on pension liability	24			16		48		31
Other comprehensive (loss) income	(30,888		)	7,968		(35,656	)	17,818
Comprehensive (loss) income	(21,320		)	15,091		(19,332	)	31,779
Comprehensive income (loss) attributable to noncontrolling interest in subsidiary	105			(385	)	151		(445	)
Comprehensive (loss) income attributable to First Banks, Inc.	$	(21,425	)	15,476		(19,483	)	32,224

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

3

FIRSTBANKS,INC.

CONSOLIDATEDSTATEMENTS OFCHANGES INSTOCKHOLDERS’EQUITY–(UNAUDITED)

Six Months EndedJune 30, 2013 and Year Ended December 31, 2012

(dollars expressed in thousands)

	First Banks, Inc. Stockholders’ Equity
	Preferred Stock		Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)		Accumulated Other Comprehensive Income		Non- controlling Interest		Total Stockholders’ Equity
Balance, December 31, 2011	$	318,609	5,915	12,480	(183,351	)	16,066		93,952		263,671
Net income	—		—	—	26,278		—		(297	)	25,981
Other comprehensive income	—		—	—	—		29,193		—		29,193
Accretion of discount on preferred stock	3,554		—	—	(3,554	)	—		—		—
Preferred stock dividends declared	—		—	—	(18,886	)	—		—		(18,886	)
Balance, December 31, 2012	322,163		5,915	12,480	(179,513	)	45,259		93,655		299,959
Net income	—		—	—	16,173		—		151		16,324
Other comprehensive loss	—		—	—	—		(35,656	)	—		(35,656	)
Accretion of discount on preferred stock	1,806		—	—	(1,806	)	—		—		—
Preferred stock dividends declared	—		—	—	(9,828	)	—		—		(9,828	)
Balance, June 30, 2013	$	323,969	5,915	12,480	(174,974	)	9,603		93,806		270,799

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

4

FIRSTBANKS,INC.

CONSOLIDATEDSTATEMENTS OFCASHFLOWS–(UNAUDITED)

(dollars expressed in thousands)

	Six Months Ended
	June 30,
	2013			2012
Cash flows from operating activities:
Net income attributable to First Banks, Inc.	$	16,173		14,406
Net income (loss) attributable to noncontrolling interest in subsidiary	151			(445	)
Less: net loss from discontinued operations	(5,398		)	(4,581	)
Net income from continuing operations	21,722			18,542
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment	5,794			6,083
Amortization and accretion of investment securities	13,326			6,759
Originations of loans held for sale	(173,065		)	(191,526	)
Proceeds from sales of loans held for sale	190,182			179,001
Provision for loan losses	—			2,000
(Benefit) provision for current income taxes	(274		)	216
Provision for deferred income taxes	3,956			709
Decrease in deferred tax asset valuation allowance	(3,662		)	(709	)
Decrease in accrued interest receivable	8			2,247
Increase in accrued interest payable	7,068			5,765
Gain on loans sold and held for sale	(3,125		)	(5,983	)
Net loss (gain) on investment securities	71			(517	)
(Increase) decrease in fair value of servicing rights	(624		)	2,191
Write-downs on other real estate and repossessed assets	809			6,253
Other operating activities, net	5,759			5,447
Net cash provided by operating activities – continuing operations	67,945			36,478
Net cash used in operating activities – discontinued operations	(4,553		)	(4,352	)
Net cash provided by operating activities	63,392			32,126
Cash flows from investing activities:
Net cash paid for sale of assets and liabilities of discontinued operations, net of cash and cash equivalents sold	(115,044		)	—
Proceeds from sales of investment securities available for sale	118,583			207,619
Maturities of investment securities available for sale	243,019			390,460
Maturities of investment securities held to maturity	85,760			228
Purchases of investment securities available for sale	(306,063		)	(957,724	)
Purchases of investment securities held to maturity	(19,895		)	—
Net (purchases) redemptions of Federal Reserve Bank and Federal Home Loan Bank stock	(345		)	963
Proceeds from sales of commercial loans	6,681			18,283
Net decrease in loans	38,544			196,331
Recoveries of loans previously charged-off	7,785			14,917
Purchases of bank premises and equipment	(3,327		)	(3,342	)
Net proceeds from sales of other real estate and repossessed assets	20,535			26,548
Other investing activities, net	1,467			761
Net cash provided by (used in) investing activities – continuing operations	77,700			(104,956	)
Net cash provided by investing activities – discontinued operations	1,699			2,724
Net cash provided by (used in) investing activities	79,399			(102,232	)
Cash flows from financing activities:
(Decrease) increase in demand, savings and money market deposits	(4,681		)	20,208
Decrease in time deposits	(123,856		)	(129,577	)
Increase (decrease) in other borrowings	9,203			(13,235	)
Net cash used in financing activities – continuing operations	(119,334		)	(122,604	)
Net cash (used in) provided by financing activities – discontinued operations	(26,758		)	42,491
Net cash used in financing activities	(146,092		)	(80,113	)
Net decrease in cash and cash equivalents	(3,301		)	(150,219	)
Cash and cash equivalents, beginning of period	518,846			474,158
Cash and cash equivalents, end of period	$	515,545		323,939
Supplemental disclosures of cash flow information:
Cash paid for interest on liabilities	$	5,056		10,004
Cash received for income taxes	(126		)	(12	)
Noncash investing and financing activities:
Reclassification of investment securities from available for sale to held to maturity	$	242,540		729,142
Loans transferred to other real estate and repossessed assets	5,221			12,948

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

5

FIRSTBANKS,INC.

NOTES TOCONSOLIDATEDFINANCIALSTATEMENTS

NOTE1–BASIS OFPRESENTATION

Basis of Presentation. The consolidated financial statements of First Banks, Inc. and subsidiaries (the Company) are unaudited and should be read in conjunction with the consolidated financial statements contained in the Company’s 2012 Annual Report on Form 10-K. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and conform to predominant practices within the banking industry. Management of the Company 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 GAAP. 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 and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Certain reclassifications of 2012 amounts have been made to conform to the 2013 presentation.

All financial information is reported on a continuing operations basis, unless otherwise noted. See Note 2 to the consolidated financial statements for a discussion regarding discontinued operations.

Principles of Consolidation. The consolidated financial statements include the accounts of the parent company and its subsidiaries, giving effect to the noncontrolling interest in subsidiary, as more fully described below and in Note 16 to the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated.

The Company operates through its wholly owned subsidiary bank holding company, The San Francisco Company (SFC), headquartered in St. Louis, Missouri, and SFC’s wholly owned subsidiary bank, First Bank, also headquartered in St. Louis, Missouri. First Bank operates through its branch banking offices and subsidiaries: First Bank Business Capital, Inc.; FB Holdings, LLC (FB Holdings); Small Business Loan Source LLC; ILSIS, Inc.; FBIN, Inc.; SBRHC, Inc.; HVIIHC, Inc.; FBSA Missouri, Inc.; FBSA California, Inc.; NT Resolution Corporation; and LC Resolution Corporation. All of the subsidiaries are wholly owned as of June 30, 2013, except FB Holdings, which is 53.23% owned by First Bank and 46.77% owned by First Capital America, Inc. (FCA), a corporation owned and operated by the Company’s Chairman of the Board and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, as further described in Note 16 to the consolidated financial statements. FB Holdings is included in the consolidated financial statements and the noncontrolling ownership interest is reported as a component of stockholders’ equity in the consolidated balance sheets as “noncontrolling interest in subsidiary” and the earnings or loss, net of tax, attributable to the noncontrolling ownership interest, is reported as “net income (loss) attributable to noncontrolling interest in subsidiary” in the consolidated statements of operations.

NOTE2–DISCONTINUEDOPERATIONS

Discontinued Operations. The assets and liabilities associated with the transactions described (and defined) below were previously reported in the First Bank segment and were sold as part of the Company’s Capital Optimization Plan (Capital Plan). The Company applied discontinued operations accounting in accordance with ASC Topic 205-20, “Presentation of Financial Statements – Discontinued Operations,” to the assets and liabilities associated with the Association Bank Services line of business as of June 30, 2013, to the assets and liabilities associated with the Northern Florida Region as of December 31, 2012, and to the operations of First Bank’s Association Bank Services line of business and Northern Florida Region for the three and six months ended June 30, 2013 and 2012, as applicable. The Company did not allocate any consolidated interest that is not directly attributable to or related to discontinued operations. All financial information in the consolidated financial statements and notes to the consolidated financial statements is reported on a continuing operations basis, unless otherwise noted.

Association Bank Services. On May 13, 2013, First Bank entered into a Purchase and Assumption Agreement that provides for the sale of certain assets and the transfer of certain liabilities, primarily deposits, of First Bank's Association Bank Services (ABS) line of business, to Union Bank, N.A. (Union Bank), headquartered in San Francisco, California. ABS, headquartered in Vallejo, California, provides a full range of services to homeowners associations and community management companies. Under the terms of the agreement, Union Bank will assume approximately $550.6 million of deposits and will pay a premium on certain deposit accounts to be acquired in the transaction, which will be determined based on the average amount of certain deposits within ABS for the thirty (30) days prior to the closing date. Union Bank will also acquire certain assets, including loans of approximately $20.8 million at par value. Regulatory approval of the transaction was received on July 15, 2013, and subject to satisfaction of other customary closing conditions, the transaction is expected to close during the fourth quarter of 2013. The assets and liabilities associated with ABS are reflected in assets and liabilities of discontinued operations in the consolidated balance sheets as of June 30, 2013. First Bank expects to record a gain on the transaction of approximately $26.0 million, after the estimated write-off of goodwill of $18.0 million allocated to the ABS line of business.

6

Northern Florida Region. On November 21, 2012, First Bank entered into a Branch Purchase and Assumption Agreement that provided for the sale of certain assets and the transfer of certain liabilities associated with eight of First Bank’s retail branches located in Pinellas County, Florida to HomeBanc National Association (HomeBanc), headquartered in Lake Mary, Florida. The transaction was completed on April 19, 2013. Under the terms of the agreement, HomeBanc assumed $120.3 million of deposits, purchased the premises and equipment, and assumed the leases associated with these eight retail branches. The transaction resulted in a gain of $394,000, after the write-off of goodwill of $700,000 allocated to the Northern Florida Region, during the second quarter of 2013.

On April 5, 2013, First Bank closed its three remaining retail branches located in Hillsborough County and in Pasco County. The closure of these three remaining retail branches in the Northern Florida Region resulted in expense of $2.3 million during the second quarter of 2013 attributable to continuing obligations under facility leasing arrangements.

The eight branches sold and three branches closed during the second quarter of 2013 are collectively defined as the Northern Florida Region. The assets and liabilities associated with the Northern Florida Region are reflected in assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2012.

First Bank intends to continue to hold and operate its eight retail branches in the Manatee County communities of Bradenton, Palmetto and Longboat Key, Florida.

Assets and liabilities of discontinued operations at June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013			December 31, 2012
	Association Bank Services			Northern Florida
	(dollars expressed in thousands)
Cash and due from banks	$	—		1,139
Loans:
Commercial, financial and agricultural	20,741			—
Consumer and installment	326			—
Net deferred loan fees	(221		)	—
Total loans	20,846			—
Bank premises and equipment, net	92			4,837
Goodwill	18,000			700
Other assets	68			30
Assets of discontinued operations	$	39,006		6,706
Deposits:
Noninterest-bearing demand	$	132,689		12,488
Interest-bearing demand	336,416			10,480
Savings and money market	17,342			67,686
Time deposits of $100 or more	25,626			27,034
Other time deposits	38,554			37,964
Total deposits	550,627			155,652
Accrued expenses and other liabilities	56			59
Liabilities of discontinued operations	$	550,683		155,711

7

Loss from discontinued operations, net of tax, for the three months ended June 30, 2013 and 2012 was as follows:

	Three Months Ended							Three Months Ended
	June 30, 2013							June 30, 2012
	Association Bank Services			Northern Florida		Total		Association Bank Services			Northern Florida		Total
				(dollars expressed in thousands)
Interest income:
Interest and fees on loans	$	339		—		339		466			—		466
Interest expense:
Interest on deposits	82			41		123		123			263		386
Net interest income (loss)	257			(41	)	216		343			(263	)	80
Provision for loan losses	—			—		—		—			—		—
Net interest income (loss) after provision for loan losses	257			(41	)	216		343			(263	)	80
Noninterest income:
Service charges and customer service fees	16			30		46		24			118		142
Other	27			1		28		35			4		39
Total noninterest income	43			31		74		59			122		181
Noninterest expense:
Salaries and employee benefits	813			306		1,119		674			573		1,247
Occupancy, net of rental income	2			124		126		4			442		446
Furniture and equipment	9			1		10		21			75		96
FDIC insurance	205			—		205		306			99		405
Other	218			2,340		2,558		230			110		340
Total noninterest expense	1,247			2,771		4,018		1,235			1,299		2,534
Loss from operations of discontinued operations	(947		)	(2,781	)	(3,728	)	(833		)	(1,440	)	(2,273	)
Net gain on sale of discontinued operations	—			394		394		—			—		—
Benefit for income taxes	—			—		—		—			—		—
Net loss from discontinued operations, net of tax	$	(947	)	(2,387	)	(3,334	)	$	(833	)	(1,440	)	(2,273	)

Loss from discontinued operations, net of tax, for the six months ended June 30, 2013 and 2012 was as follows:

	Six Months Ended							Six Months Ended
	June 30, 2013							June 30, 2012
	Association Bank Services			Northern Florida		Total		Association Bank Services		Northern Florida		Total
	(dollars expressed in thousands)
Interest income:
Interest and fees on loans	$	704		—		704		942		—		942
Interest expense:
Interest on deposits	170			233		403		254		547		801
Net interest income (loss)	534			(233	)	301		688		(547	)	141
Provision for loan losses	—			—		—		—		—		—
Net interest income (loss) after provision for loan losses	534			(233	)	301		688		(547	)	141
Noninterest income:
Service charges and customer service fees	57			134		191		84		231		315
Other	53			4		57		55		6		61
Total noninterest income	110			138		248		139		237		376
Noninterest expense:
Salaries and employee benefits	1,456			885		2,341		1,339		1,163		2,502
Occupancy, net of rental income	4			579		583		6		884		890
Furniture and equipment	21			40		61		45		161		206
FDIC insurance	409			53		462		611		203		814
Other	442			2,452		2,894		486		200		686
Total noninterest expense	2,332			4,009		6,341		2,487		2,611		5,098
Loss from operations of discontinued operations	(1,688		)	(4,104	)	(5,792	)	(1,660	)	(2,921	)	(4,581	)
Net gain on sale of discontinued operations	—			394		394		—		—		—
Benefit for income taxes	—			—		—		—		—		—
Net loss from discontinued operations, net of tax	$	(1,688	)	(3,710	)	(5,398	)	(1,660	)	(2,921	)	(4,581	)

8

NOTE3–INVESTMENTS INDEBT ANDEQUITYSECURITIES

Securities Available for Sale. The amortized cost, contractual maturity, gross unrealized gains and losses and fair value of investment securities available for sale at June 30, 2013 and December 31, 2012 were as follows:

	Maturity									Total Amortized Cost	Gross				Weighted Average Yield
	1 Year			1-5		5-10		After			Unrealized			Fair
	or Less			Years		Years		10 Years			Gains	Losses		Value
	(dollars expressed in thousands)
June 30, 2013:
Carrying value:
U.S. Government sponsored agencies	$	—		48,874		17,036		209,330		275,240	2,174	(3,172	)	274,242	1.37	%
Residential mortgage-backed	50			23,841		141,120		1,027,212		1,192,223	17,652	(9,729	)	1,200,146	2.33
Commercial mortgage-backed	—			—		799		—		799	73	—		872	5.03
State and political subdivisions	1,323			3,067		201		28,463		33,054	113	(524	)	32,643	1.37
Corporate notes	4,941			135,506		49,737		—		190,184	5,507	(805	)	194,886	2.89
Equity investments	—			—		—		1,500		1,500	—	(27	)	1,473	2.25
Total	$	6,314		211,288		208,893		1,266,505		1,693,000	25,519	(14,257	)	1,704,262	2.22
Fair value:
Debt securities	$	6,409		217,042		208,677		1,270,661
Equity securities	—			—		—		1,473
Total	$	6,409		217,042		208,677		1,272,134
Weighted average yield	3.09		%	2.26	%	2.24	%	2.21	%
December 31, 2012:
Carrying value:
U.S. Government sponsored agencies	$	10,051		80,328		—		213,892		304,271	6,304	(146	)	310,429	1.42	%
Residential mortgage-backed	364			24,014		219,286		1,251,917		1,495,581	38,983	(497	)	1,534,067	2.32
Commercial mortgage-backed	—			—		806		—		806	109	—		915	4.86
State and political subdivisions	985			3,579		201		—		4,765	164	—		4,929	4.05
Corporate notes	—			137,090		49,704		—		186,794	6,192	(621	)	192,365	3.13
Equity investments	—			—		—		1,000		1,000	22	—		1,022	2.54
Total	$	11,400		245,011		269,997		1,466,809		1,993,217	51,774	(1,264	)	2,043,727	2.26
Fair value:
Debt securities	$	11,476		251,558		275,251		1,504,420
Equity securities	—			—		—		1,022
Total	$	11,476		251,558		275,251		1,505,442
Weighted average yield	2.01		%	2.17	%	2.65	%	2.21	%

9

Securities Held to Maturity. The amortized cost, contractual maturity, gross unrealized gains and losses and fair value of investment securities held to maturity at June 30, 2013 and December 31, 2012 were as follows:

	Maturity									Total Amortized Cost	Gross				Weighted Average Yield
	1 Year			1-5		5-10		After			Unrealized			Fair
	or Less			Years		Years		10 Years			Gains	Losses		Value
	(dollars expressed in thousands)
June 30, 2013:
Carrying value:
U.S. Government sponsored agencies	$	—		—		22,717		—		22,717	—	(59	)	22,658	1.41	%
Residential mortgage-backed	—			—		207,883		566,691		774,574	554	(13,147	)	761,981	1.81
State and political subdivisions	1,022			1,019		55		1,066		3,162	16	(26	)	3,152	2.08
Total	$	1,022		1,019		230,655		567,757		800,453	570	(13,232	)	787,791	1.80
Fair value:
Debt securities	$	1,032		1,024		227,321		558,414
Weighted average yield	2.91		%	3.28	%	1.60	%	1.87	%
December 31, 2012:
Carrying value:
U.S. Government sponsored agencies	$	—		—		52,582		—		52,582	269	—		52,851	1.63	%
Residential mortgage-backed	—			—		108,420		466,863		575,283	6,142	(614	)	580,811	1.82
State and political subdivisions	826			1,099		252		1,511		3,688	51	(377	)	3,362	1.89
Total	$	826		1,099		161,254		468,374		631,553	6,462	(991	)	637,024	1.80
Fair value:
Debt securities	$	836		1,129		164,433		470,626
Weighted average yield	2.56		%	3.40	%	1.77	%	1.81	%

Proceeds from sales of available-for-sale investment securities were $52.1 million and $118.6 million for the three and six months ended June 30, 2013, respectively, compared to $153.2 million and $207.6 million for the comparable periods in 2012. Gross realized gains and gross realized losses on investment securities for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Gross realized gains on sales of available-for-sale securities	$	346		370		692		892
Gross realized losses on sales of available-for-sale securities	—			(374	)	(354	)	(374	)
Other-than-temporary impairment	(1		)	(1	)	(409	)	(1	)
Net realized gain (loss) on investment securities	$	345		(5	)	(71	)	517

Other-than-temporary impairment for the six months ended June 30, 2013 includes impairment of $407,000 recorded during the first quarter of 2013 on a municipal investment security classified as held-to-maturity. Investment securities with a carrying value of $201.6 million and $257.6 million at June 30, 2013 and December 31, 2012, respectively, were pledged in connection with deposits of public and trust funds, securities sold under agreements to repurchase and for other purposes as required by law.

During the first quarter of 2013, the Company reclassified certain of its available-for-sale investment securities to held-to-maturity investment securities at their respective fair values, which totaled $242.5 million, in aggregate. The determination of the reclassification was made by management based on the Company’s current and expected future liquidity levels and the resulting intent to hold such investment securities to maturity. The net gross unrealized gain on these available-for-sale investment securities at the time of transfer of $5.0 million, in aggregate, was recorded as additional premium on the securities and is being amortized over the remaining lives of the respective securities, as further described in Note 10 to the consolidated financial statements.

10

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2013 and December 31, 2012, were as follows:

	Less Than 12 Months				12 Months or More			Total
	Fair Value		Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
	(dollars expressed in thousands)
June 30, 2013:
Available for sale:
U.S. Government sponsored agencies	$	122,969	(2,643	)	19,624	(529	)	142,593	(3,172	)
Residential mortgage-backed	419,287		(9,660	)	3,144	(69	)	422,431	(9,729	)
State and political subdivisions	27,939		(524	)	—	—		27,939	(524	)
Corporate notes	26,509		(798	)	4,993	(7	)	31,502	(805	)
Equity investments	1,473		(27	)	—	—		1,473	(27	)
Total	$	598,177	(13,652	)	27,761	(605	)	625,938	(14,257	)
Held to maturity:
U.S. Government sponsored agencies	$	22,658	(59	)	—	—		22,658	(59	)
Residential mortgage-backed	706,199		(13,147	)	—	—		706,199	(13,147	)
State and political subdivisions	1,040		(26	)	—	—		1,040	(26	)
Total	$	729,897	(13,232	)	—	—		729,897	(13,232	)
December 31, 2012:
Available for sale:
U.S. Government sponsored agencies	$	20,018	(146	)	—	—		20,018	(146	)
Residential mortgage-backed	125,449		(441	)	270	(56	)	125,719	(497	)
Corporate notes	—		—		17,675	(621	)	17,675	(621	)
Total	$	145,467	(587	)	17,945	(677	)	163,412	(1,264	)
Held to maturity:
Residential mortgage-backed	$	66,011	(614	)	—	—		66,011	(614	)
State and political subdivisions	1,133		(377	)	—	—		1,133	(377	)
Total	$	67,144	(991	)	—	—		67,144	(991	)

The Company does not believe the investment securities that were in an unrealized loss position at June 30, 2013 are other-than-temporarily impaired. The unrealized losses on the investment securities were primarily attributable to fluctuations in interest rates. It is expected that the securities would not be settled at a price less than the amortized cost. Because the decline in fair value is attributable to changes in interest rates and not credit loss, and because the Company does not intend to sell these investments and it is more likely than not that First Bank will not be required to sell these securities before the anticipated recovery of the remaining amortized cost basis or maturity, these investments are not considered other-than-temporarily impaired. The unrealized losses for U.S. Government sponsored agencies for 12 months or more at June 30, 2013 included one security. The unrealized losses for residential mortgage-backed securities for 12 months or more at June 30, 2013 and December 31, 2012 included nine securities. The unrealized losses for corporate notes for 12 months or more at June 30, 2013 and December 31, 2012 included one and six securities, respectively.

NOTE4–LOANS ANDALLOWANCE FORLOANLOSSES

The following table summarizes the composition of the loan portfolio at June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Commercial, financial and agricultural	$	593,403	610,301
Real estate construction and development	167,269		174,979
Real estate mortgage:
One-to-four-family residential	931,986		986,767
Multi-family residential	101,351		103,684
Commercial real estate	963,480		969,680
Consumer and installment	18,159		19,262
Loans held for sale	45,239		66,133
Net deferred loan costs (fees)	62		(59	)
Total loans	$	2,820,949	2,930,747

11

Aging of Loans. The following table presents the aging of loans by loan classification at June 30, 2013 and December 31, 2012:

	30-59 Days		60-89 Days	Recorded Investment > 90 Days Accruing	Nonaccrual	Total Past Due	Current	Total Loans
	(dollars expressed in thousands)
June 30, 2013:
Commercial, financial and agricultural	$	1,253	1,320	—	14,881	17,454	575,949	593,403
Real estate construction and development	120		75	—	28,305	28,500	138,769	167,269
Real estate mortgage:
Bank portfolio	1,438		491	—	6,051	7,980	93,100	101,080
Mortgage Division portfolio	4,977		2,940	—	19,377	27,294	460,510	487,804
Home equity	1,849		951	350	5,905	9,055	334,047	343,102
Multi-family residential	366		—	—	1,393	1,759	99,592	101,351
Commercial real estate	2,548		1,028	536	13,011	17,123	946,357	963,480
Consumer and installment	93		27	—	35	155	18,066	18,221
Loans held for sale	—		—	—	—	—	45,239	45,239
Total	$	12,644	6,832	886	88,958	109,320	2,711,629	2,820,949
December 31, 2012:
Commercial, financial and agricultural	$	1,180	322	—	19,050	20,552	589,749	610,301
Real estate construction and development	93		—	—	32,152	32,245	142,734	174,979
Real estate mortgage:
Bank portfolio	1,871		1,121	874	6,910	10,776	111,562	122,338
Mortgage Division portfolio	6,264		4,375	—	19,780	30,419	479,552	509,971
Home equity	2,494		1,221	216	8,671	12,602	341,856	354,458
Multi-family residential	—		629	—	6,761	7,390	96,294	103,684
Commercial real estate	66		693	—	16,520	17,279	952,401	969,680
Consumer and installment	174		43	—	28	245	18,958	19,203
Loans held for sale	—		—	—	—	—	66,133	66,133
Total	$	12,142	8,404	1,090	109,872	131,508	2,799,239	2,930,747

Under the Company’s loan policy, loans are placed on nonaccrual status once principal or interest payments become 90 days past due. However, individual loan officers may submit written requests for approval to continue the accrual of interest on loans that become 90 days past due. These requests may be submitted for approval consistent with the authority levels provided in the Company’s credit approval policies, and they are only granted if an expected near term future event, such as a pending renewal or expected payoff, exists at the time the loan becomes 90 days past due. If the expected near term future event does not occur as anticipated, the loan is then placed on nonaccrual status.

Credit Quality Indicators. The Company’s credit management policies and procedures focus on identifying, measuring and controlling credit exposure. These procedures employ a lender-initiated system of rating credits, which is ratified in the loan approval process and subsequently tested in internal credit reviews, external audits and regulatory bank examinations. The system requires the rating of all loans at the time they are originated or acquired, except for homogeneous categories of loans, such as residential real estate mortgage loans and consumer loans. These homogeneous loans are assigned an initial rating based on the Company’s experience with each type of loan. The Company adjusts the ratings of the homogeneous loans based on payment experience subsequent to their origination.

The Company includes adversely rated credits, including loans requiring close monitoring that would not normally be considered classified credits by the Company’s regulators, on its monthly loan watch list. Loans may be added to the Company’s watch list for reasons that are temporary and correctable, such as the absence of current financial statements of the borrower or a deficiency in loan documentation. Loans may also be added to the Company’s watch list whenever any adverse circumstance is detected which might affect the borrower’s ability to comply with the contractual terms of the loan. The delinquency of a scheduled loan payment, deterioration in the borrower’s financial condition identified in a review of periodic financial statements, a decrease in the value of the collateral securing the loan, or a change in the economic environment within which the borrower operates could initiate the addition of a loan to the Company’s watch list. Loans on the Company’s watch list require periodic detailed loan status reports prepared by the responsible officer which are discussed in formal meetings with credit review and credit administration staff members. Upgrades and downgrades of loan risk ratings may be initiated by the responsible loan officer. However, upgrades of risk ratings associated with significant credit relationships and/or problem credit relationships may only be made with the concurrence of appropriate regional credit officers.

Under the Company’s risk rating system, special mention loans are those loans that do not currently expose the Company to sufficient risk to warrant classification as substandard, troubled debt restructuring (TDR) or nonaccrual, but possess weaknesses

12

that deserve management’s close attention. Substandard loans include those loans characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. A loan is classified as a TDR when a borrower is experiencing financial difficulties that lead to the restructuring of a loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. Loans classified as TDRs which are accruing interest are classified as performing TDRs. Loans classified as TDRs which are not accruing interest are classified as nonperforming TDRs and are included with all other nonaccrual loans for presentation purposes. Loans classified as nonaccrual have all the weaknesses inherent in those loans classified as substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable. Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

The following tables present the credit exposure of the loan portfolio by internally assigned credit grade and payment activity as of June 30, 2013 and December 31, 2012:

Commercial Loan Portfolio Credit Exposure by Internally Assigned Credit Grade	Commercial and Industrial		Real Estate Construction and Development	Multi-family	Commercial Real Estate	Total
			(dollars expressed in thousands)
June 30, 2013:
Pass	$	558,894	45,989	70,887	889,690	1,565,460
Special mention	11,645		3,769	363	31,513	47,290
Substandard	7,827		79,175	554	24,686	112,242
Performing troubled debt restructuring	156		10,031	28,154	4,580	42,921
Nonaccrual	14,881		28,305	1,393	13,011	57,590
Total	$	593,403	167,269	101,351	963,480	1,825,503
December 31, 2012:
Pass	$	572,248	45,356	67,690	858,101	1,543,395
Special mention	10,580		6,076	220	70,450	87,326
Substandard	8,423		81,364	773	13,868	104,428
Performing troubled debt restructuring	—		10,031	28,240	10,741	49,012
Nonaccrual	19,050		32,152	6,761	16,520	74,483
Total	$	610,301	174,979	103,684	969,680	1,858,644

One-to-Four-Family Residential Mortgage Bank and Home Equity Loan Portfolio Credit Exposure by Internally Assigned Credit Grade	Bank Portfolio		Home Equity	Total
	(dollars expressed in thousands)
June 30, 2013:
Pass	$	88,022	335,097	423,119
Special mention	6,302		350	6,652
Substandard	—		1,750	1,750
Performing troubled debt restructuring	705		—	705
Nonaccrual	6,051		5,905	11,956
Total	$	101,080	343,102	444,182
December 31, 2012:
Pass	$	107,625	342,321	449,946
Special mention	4,405		216	4,621
Substandard	1,787		3,250	5,037
Performing troubled debt restructuring	1,611		—	1,611
Nonaccrual	6,910		8,671	15,581
Total	$	122,338	354,458	476,796

13

One-to-Four-Family Residential Mortgage Division and Consumer and Installment Loan Portfolio Credit Exposure by Payment Activity	Mortgage Division Portfolio		Consumer and Installment	Total
	(dollars expressed in thousands)
June 30, 2013:
Pass	$	388,678	18,186	406,864
Substandard	3,724		—	3,724
Performing troubled debt restructuring	76,025		—	76,025
Nonaccrual	19,377		35	19,412
Total	$	487,804	18,221	506,025
December 31, 2012:
Pass	$	405,270	19,175	424,445
Substandard	6,627		—	6,627
Performing troubled debt restructuring	78,294		—	78,294
Nonaccrual	19,780		28	19,808
Total	$	509,971	19,203	529,174

Impaired Loans. Loans deemed to be impaired include performing TDRs and nonaccrual loans. Impaired loans with outstanding balances equal to or greater than $500,000 are evaluated individually for impairment. For these loans, the Company measures the level of impairment based on the present value of the estimated projected cash flows or the estimated value of the collateral. If the current valuation is lower than the current book balance of the loan, the amount of the difference is evaluated for possible charge-off. In instances where management determines that a charge-off is not appropriate, a specific reserve is established for the individual loan in question. This specific reserve is included as a part of the overall allowance for loan losses.

The following tables present the recorded investment, unpaid principal balance, related allowance for loan losses, average recorded investment and interest income recognized while on impaired status for impaired loans without a related allowance for loan losses and for impaired loans with a related allowance for loan losses by loan classification at June 30, 2013 and December 31, 2012:

	Recorded Investment		Unpaid Principal Balance	Related Allowance for Loan Losses	Average Recorded Investment	Interest Income Recognized
	(dollars expressed in thousands)
June 30, 2013:
With No Related Allowance Recorded:
Commercial, financial and agricultural	$	5,105	8,560	—	5,614	1
Real estate construction and development	36,504		69,402	—	38,292	277
Real estate mortgage:
Bank portfolio	—		—	—	—	26
Mortgage Division portfolio	10,043		20,702	—	10,247	—
Home equity	625		632	—	753	—
Multi-family residential	28,597		28,863	—	32,141	616
Commercial real estate	12,074		18,107	—	15,909	213
Consumer and installment	—		—	—	—	—
	92,948		146,266	—	102,956	1,133
With A Related Allowance Recorded:
Commercial, financial and agricultural	9,932		25,534	383	10,923	—
Real estate construction and development	1,832		4,376	1,064	1,922	—
Real estate mortgage:
Bank portfolio	6,756		8,488	207	7,786	—
Mortgage Division portfolio	85,359		94,985	12,088	87,094	962
Home equity	5,280		6,142	1,181	6,362	—
Multi-family residential	950		954	753	1,068	—
Commercial real estate	5,517		8,136	730	7,269	13
Consumer and installment	35		35	2	28	—
	115,661		148,650	16,408	122,452	975
Total:
Commercial, financial and agricultural	15,037		34,094	383	16,537	1
Real estate construction and development	38,336		73,778	1,064	40,214	277
Real estate mortgage:
Bank portfolio	6,756		8,488	207	7,786	26
Mortgage Division portfolio	95,402		115,687	12,088	97,341	962
Home equity	5,905		6,774	1,181	7,115	—
Multi-family residential	29,547		29,817	753	33,209	616
Commercial real estate	17,591		26,243	730	23,178	226
Consumer and installment	35		35	2	28	—
	$	208,609	294,916	16,408	225,408	2,108

14

	Recorded Investment		Unpaid Principal Balance	Related Allowance for Loan Losses	Average Recorded Investment	Interest Income Recognized
	(dollars expressed in thousands)
December 31, 2012:
With No Related Allowance Recorded:
Commercial, financial and agricultural	$	6,451	24,287	—	12,369	215
Real estate construction and development	39,706		74,044	—	59,094	561
Real estate mortgage:
Bank portfolio	1,611		1,690	—	2,166	32
Mortgage Division portfolio	10,255		22,102	—	10,308	—
Home equity	1,382		1,507	—	1,232	—
Multi-family residential	33,709		37,206	—	13,682	280
Commercial real estate	18,808		24,279	—	35,959	1,160
Consumer and installment	—		—	—	—	—
	111,922		185,115	—	134,810	2,248
With A Related Allowance Recorded:
Commercial, financial and agricultural	12,599		19,255	676	24,157	—
Real estate construction and development	2,477		10,221	1,452	3,687	114
Real estate mortgage:
Bank portfolio	6,910		8,655	284	9,288	—
Mortgage Division portfolio	87,819		96,931	11,574	88,277	2,050
Home equity	7,289		8,188	1,784	6,500	—
Multi-family residential	1,292		1,403	1,138	524	—
Commercial real estate	8,453		12,909	1,043	16,161	11
Consumer and installment	28		28	1	51	—
	126,867		157,590	17,952	148,645	2,175
Total:
Commercial, financial and agricultural	19,050		43,542	676	36,526	215
Real estate construction and development	42,183		84,265	1,452	62,781	675
Real estate mortgage:
Bank portfolio	8,521		10,345	284	11,454	32
Mortgage Division portfolio	98,074		119,033	11,574	98,585	2,050
Home equity	8,671		9,695	1,784	7,732	—
Multi-family residential	35,001		38,609	1,138	14,206	280
Commercial real estate	27,261		37,188	1,043	52,120	1,171
Consumer and installment	28		28	1	51	—
	$	238,789	342,705	17,952	283,455	4,423

Recorded investment represents the Company’s investment in its impaired loans reduced by cumulative charge-offs recorded against the allowance for loan losses on these same loans. At June 30, 2013 and December 31, 2012, the Company had recorded charge-offs of $86.3 million and $103.9 million, respectively, on its impaired loans, representing the difference between the unpaid principal balance and the recorded investment reflected in the tables above. The unpaid principal balance represents the principal amount contractually owed to the Company by the borrowers on the impaired loans.

Troubled Debt Restructurings. In the ordinary course of business, the Company modifies loan terms across loan types, including both consumer and commercial loans, for a variety of reasons. Modifications to consumer loans may include, but are not limited to, changes in interest rate, maturity, amortization and financial covenants. In the original underwriting, loan terms are established that represent the then current and projected financial condition of the borrower. Over any period of time, modifications to these loan terms may be required due to changes in the original underwriting assumptions. These changes may include the financial covenants of the borrower as well as underwriting standards.

Loan modifications are generally performed at the request of the borrower, whether commercial or consumer, and may include reduction in interest rates, changes in payments and maturity date extensions. Although the Company does not have formal, standardized loan modification programs for its commercial or consumer loan portfolios, it addresses loan modifications on a case-by-case basis and also participates in the U.S. Treasury’s Home Affordable Modification Program (HAMP). HAMP gives qualifying homeowners an opportunity to refinance into more affordable monthly payments, with the U.S. Treasury compensating the Company for a portion of the reduction in monthly amounts due from borrowers participating in this program. At June 30, 2013 and December 31, 2012, the Company had $74.3 million and $75.7 million, respectively, of modified loans in the HAMP program.

For a loan modification to be classified as a TDR, all of the following conditions must be present: (1) the borrower is experiencing financial difficulty, (2) the Company makes a concession to the original contractual loan terms and (3) the Company would not consider the concessions but for economic or legal reasons related to the borrower’s financial difficulty. Modifications of loan terms to borrowers experiencing financial difficulty are made in an attempt to protect as much of the investment in the loan as possible. These modifications are generally made to either prevent a loan from becoming nonaccrual or to return a nonaccrual

15

loan to performing status based on the expectations that the borrower can adequately perform in accordance with the modified terms.

The determination of whether a modification should be classified as a TDR requires significant judgment after taking into consideration all facts and circumstances surrounding the transaction. No single characteristic or factor, taken alone, is determinative of whether a modification should be classified as a TDR. The fact that a single characteristic is present is not considered sufficient to overcome the preponderance of contrary evidence. Assuming all of the TDR criteria are met, the Company considers one or more of the following concessions to the loan terms to represent a TDR: (1) a reduction of the stated interest rate, (2) an extension of the maturity date or dates at a stated interest rate lower than the current market rate for a new loan with similar terms or (3) forgiveness of principal or accrued interest.

Loans renegotiated at a rate equal to or greater than that of a new loan with comparable risk at the time the contract is modified are excluded from TDR classification in the calendar years subsequent to the renegotiation if the loan is in compliance with the modified terms for at least six months.

The Company does not accrue interest on any TDRs unless it believes collection of all principal and interest under the modified terms is reasonably assured. Generally, six months of consecutive payment performance by the borrower under the restructured terms is required before a TDR is returned to accrual status. However, the period could vary depending upon the individual facts and circumstances of the loan. TDRs accruing interest are classified as performing TDRs. The following table presents the categories of performing TDRs as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Performing Troubled Debt Restructurings:
Commercial, financial and agricultural	$	156	—
Real estate construction and development	10,031		10,031
Real estate mortgage:
One-to-four-family residential	76,730		79,905
Multi-family residential	28,154		28,240
Commercial real estate	4,580		10,741
Total performing troubled debt restructurings	$	119,651	128,917

The Company does not accrue interest on TDRs which have been modified for a period less than six months or are not in compliance with the modified terms. These loans are considered nonperforming TDRs and are included with other nonaccrual loans for classification purposes. The following table presents the categories of loans considered nonperforming TDRs as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Nonperforming Troubled Debt Restructurings:
Commercial, financial and agricultural	$	984	1,004
Real estate construction and development	24,733		26,557
Real estate mortgage:
One-to-four-family residential	6,836		7,105
Multi-family residential	—		2,482
Commercial real estate	2,149		2,862
Total nonperforming troubled debt restructurings	$	34,702	40,010

Both performing and nonperforming TDRs are considered to be impaired loans. When an individual loan is determined to be a TDR, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the underlying collateral less applicable selling costs. The impairment amount is either charged off as a reduction to the allowance for loan losses or provided for as a specific reserve within the allowance for loan losses. The allowance for loan losses allocated to TDRs was $9.5 million at June 30, 2013 and December 31, 2012.

16

The following tables present loans classified as TDRs that were modified during the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30, 2013					Three Months Ended June 30, 2012
	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(dollars expressed in thousands)
Loan Modifications Classified as Troubled Debt Restructurings:
Commercial, financial and agricultural	—	$	—	$	—	—	$	—	$	—
Real estate construction and development	—	—		—		—	—		—
Real estate mortgage:
One-to-four-family residential	10	2,647		2,644		15	2,823		2,817
Commercial real estate	1	156		156		—	—		—

	Six Months Ended June 30, 2013					Six Months Ended June 30, 2012
	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(dollars expressed in thousands)
Loan Modifications Classified as Troubled Debt Restructurings:
Commercial, financial and agricultural	1	$	90	$	45	—	$	—	$	—
Real estate construction and development	—	—		—		2	803		390
Real estate mortgage:
One-to-four-family residential	20	4,870		4,542		29	5,427		5,378
Commercial real estate	1	156		156		1	5,018		5,018

The following tables present TDRs that defaulted within 12 months of modification during the three and six months ended June 30, 2013 and 2012:

	Three Months Ended			Three Months Ended
	June 30, 2013			June 30, 2012
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars expressed in thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
Real estate construction and development	—	$	—	3	$	1,364
Real estate mortgage:
One-to-four-family residential	13	2,525		16	3,587

	Six Months Ended			Six Months Ended
	June 30, 2013			June 30, 2012
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars expressed in thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
Real estate construction and development	—	$	—	3	$	1,364
Real estate mortgage:
One-to-four-family residential	29	4,921		28	5,894

Upon default of a TDR, which is considered to be 90 days or more past due under the modified terms, impairment is measured based on the fair value of the underlying collateral less applicable selling costs. The impairment amount is either charged off as a reduction to the allowance for loan losses or provided for as a specific reserve within the allowance for loan losses.

17

Allowance for Loan Losses. Changes in the allowance for loan losses for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	88,170		130,348		91,602		137,710
Loans charged-off	(6,871		)	(17,947	)	(13,754	)	(34,400	)
Recoveries of loans previously charged-off	4,334			7,826		7,785		14,917
Net loans charged-off	(2,537		)	(10,121	)	(5,969	)	(19,483	)
Provision for loan losses	—			—		—		2,000
Balance, end of period	$	85,633		120,227		85,633		120,227

The following table represents a summary of changes in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2013:

	Commercial and Industrial			Real Estate Construction and Development		One-to- Four-Family Residential		Multi- Family Residential		Commercial Real Estate		Consumer and Installment		Total
	(dollars expressed in thousands)
Three Months Ended June 30, 2013:
Allowance for loan losses:
Beginning balance	$	14,168		13,003		36,660		4,202		19,720		417		88,170
Charge-offs	(1,010		)	(166	)	(4,338	)	(159	)	(1,156	)	(42	)	(6,871	)
Recoveries	1,023			1,321		1,288		141		522		39		4,334
Provision (benefit) for loan losses	(215		)	(2,746	)	1,656		(62	)	1,487		(120	)	—
Ending balance	$	13,966		11,412		35,266		4,122		20,573		294		85,633
Six Months Ended June 30, 2013:
Allowance for loan losses:
Beginning balance	$	13,572		14,434		38,897		4,252		20,048		399		91,602
Charge-offs	(1,686		)	(448	)	(8,727	)	(162	)	(2,633	)	(98	)	(13,754	)
Recoveries	2,090			1,716		2,519		141		1,240		79		7,785
Provision (benefit) for loan losses	(10		)	(4,290	)	2,577		(109	)	1,918		(86	)	—
Ending balance	$	13,966		11,412		35,266		4,122		20,573		294		85,633

The following table represents a summary of changes in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2012:

	Commercial and Industrial			Real Estate Construction and Development		One-to- Four-Family Residential		Multi- Family Residential		Commercial Real Estate		Consumer and Installment		Total
	(dollars expressed in thousands)
Three Months Ended June 30, 2012:
Allowance for loan losses:
Beginning balance	$	24,782		24,518		46,670		4,679		29,273		426		130,348
Charge-offs	(5,152		)	(3,339	)	(4,988	)	(237	)	(4,037	)	(194	)	(17,947	)
Recoveries	2,686			2,986		1,223		32		858		41		7,826
Provision (benefit) for loan losses	(301		)	(2,336	)	797		342		1,377		121		—
Ending balance	$	22,015		21,829		43,702		4,816		27,471		394		120,227
Six Months Ended June 30, 2012:
Allowance for loan losses:
Beginning balance	$	27,243		24,868		50,864		4,851		29,448		436		137,710
Charge-offs	(10,233		)	(6,423	)	(8,916	)	(1,169	)	(7,390	)	(269	)	(34,400	)
Recoveries	5,744			3,719		2,475		43		2,846		90		14,917
Provision (benefit) for loan losses	(739		)	(335	)	(721	)	1,091		2,567		137		2,000
Ending balance	$	22,015		21,829		43,702		4,816		27,471		394		120,227

18

The following table represents a summary of the impairment method used by loan category at June 30, 2013 and December 31, 2012:

	Commercial and Industrial		Real Estate Construction and Development	One-to- Four-Family Residential	Multi- Family Residential	Commercial Real Estate	Consumer and Installment	Total
	(dollars expressed in thousands)
June 30, 2013:
Allowance for loan losses:
Impaired loans individually evaluated for impairment	$	—	87	3,666	—	282	—	4,035
Impaired loans collectively evaluated for impairment	383		977	9,810	753	448	2	12,373
All other loans collectively evaluated for impairment	13,583		10,348	21,790	3,369	19,843	292	69,225
Total	$	13,966	11,412	35,266	4,122	20,573	294	85,633
Financing receivables:
Impaired loans individually evaluated for impairment	$	5,479	36,828	13,839	28,840	12,351	—	97,337
Impaired loans collectively evaluated for impairment	9,558		1,508	94,224	707	5,240	35	111,272
All other loans collectively evaluated for impairment	578,366		128,933	823,923	71,804	945,889	18,186	2,567,101
Total	$	593,403	167,269	931,986	101,351	963,480	18,221	2,775,710
December 31, 2012:
Allowance for loan losses:
Impaired loans individually evaluated for impairment	$	75	121	3,187	33	182	—	3,598
Impaired loans collectively evaluated for impairment	601		1,331	10,455	1,105	861	1	14,354
All other loans collectively evaluated for impairment	12,896		12,982	25,255	3,114	19,005	398	73,650
Total	$	13,572	14,434	38,897	4,252	20,048	399	91,602
Financing receivables:
Impaired loans individually evaluated for impairment	$	7,884	39,155	16,843	34,636	20,965	—	119,483
Impaired loans collectively evaluated for impairment	11,166		3,028	98,423	365	6,296	28	119,306
All other loans collectively evaluated for impairment	591,251		132,796	871,501	68,683	942,419	19,175	2,625,825
Total	$	610,301	174,979	986,767	103,684	969,680	19,203	2,864,614

NOTE5–GOODWILL

Goodwill was $107.3 million and $125.3 million at June 30, 2013 and December 31, 2012, respectively. The Company allocated goodwill to the sale of the ABS line of business of $18.0 million, which is included in assets of discontinued operations at June 30, 2013. The Company allocated goodwill to the sale of the Northern Florida Region of $700,000, which was completed in April 2013 and is included in assets of discontinued operations at December 31, 2012. First Bank did not record goodwill impairment for the three or six months ended June 30, 2013 and 2012.

NOTE6–SERVICINGRIGHTS

Mortgage Banking Activities. At June 30, 2013 and December 31, 2012, First Bank serviced mortgage loans for others totaling $1.30 billion and $1.27 billion, respectively. Changes in mortgage servicing rights for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	10,652		9,713		9,152		9,077
Originated mortgage servicing rights	888			1,194		2,117		1,993
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model (1)	1,453			(1,316	)	2,307		(799	)
Other changes in fair value (2)	(652		)	(632	)	(1,235	)	(1,312	)
Balance, end of period	$	12,341		8,959		12,341		8,959

____________________

(1) The change in fair value resulting from changes in valuation inputs or assumptions used in valuation model primarily reflects the change in discount rates and prepayment speed assumptions, primarily due to changes in interest rates.

(2) Other changes in fair value reflect changes due to the collection/realization of expected cash flows over time.

19

Other Servicing Activities. At June 30, 2013 and December 31, 2012, First Bank serviced United States Small Business Administration (SBA) loans for others totaling $147.1 million and $159.6 million, respectively. Changes in SBA servicing rights for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	5,523		6,256		5,640		6,303
Originated SBA servicing rights	—			—		—		—
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model (1)	(58		)	142		(36	)	289
Other changes in fair value (2)	(273		)	(175	)	(412	)	(369	)
Balance, end of period	$	5,192		6,223		5,192		6,223

____________________

(1) The change in fair value resulting from changes in valuation inputs or assumptions used in valuation model primarily reflects the change in discount rates and prepayment speed assumptions, primarily due to changes in interest rates.

(2) Other changes in fair value reflect changes due to the collection/realization of expected cash flows over time.

NOTE7–DERIVATIVEINSTRUMENTS

The Company utilizes derivative instruments to assist in the management of interest rate sensitivity by modifying the repricing, maturity and option characteristics of certain assets and liabilities. The following table summarizes derivative instruments held by the Company, their notional amount, estimated fair values and their location in the consolidated balance sheets at June 30, 2013 and December 31, 2012:

				Derivatives in Other Assets			Derivatives in Other Liabilities
	Notional Amount			Fair Value Gain (Loss)			Fair Value Loss
	June 30, 2013		December 31, 2012	June 30, 2013	December 31, 2012		June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Derivative Instruments Not Designated as Hedging Instruments:
Customer interest rate swap agreements	$	9,871	12,149	31	87		(31	)	(87	)
Interest rate lock commitments	38,384		59,932	68	1,837		—		—
Forward commitments to sell mortgage-backed securities	67,600		107,700	2,478	(305	)	—		—
Total	$	115,855	179,781	2,577	1,619		(31	)	(87	)

Customer Interest Rate Swap Agreements. First Bank offers interest rate swap agreements to certain customers to assist in hedging their risks of adverse changes in interest rates. First Bank serves as an intermediary between its customers and the financial markets. Each interest rate swap agreement between First Bank and its customers is offset by an interest rate swap agreement between First Bank and various counterparties. These interest rate swap agreements do not qualify for hedge accounting treatment. Changes in the fair value are recognized in noninterest income on a monthly basis. Each customer contract is paired with an offsetting contract, and as such, there is no significant impact to net income. The notional amount of these interest rate swap agreement contracts at June 30, 2013 and December 31, 2012 was $9.9 million and $12.1 million, respectively.

Interest Rate Lock Commitments / Forward Commitments to Sell Mortgage-Backed Securities. Derivative instruments issued by the Company 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, which expire in September 2013. The fair value of the interest rate lock commitments, which is included in other assets in the consolidated balance sheets, was an unrealized gain of $68,000 and $1.8 million at June 30, 2013 and December 31, 2012, respectively. The fair value of the forward contracts to sell mortgage-backed securities, which is included in other assets in the consolidated balance sheets, was an unrealized gain of $2.5 million and an unrealized loss of $305,000 at June 30, 2013 and December 31, 2012, respectively. Changes in the fair value of interest rate lock commitments and forward commitments to sell mortgage-backed securities are recognized in noninterest income on a monthly basis.

20

The following table summarizes amounts included in the consolidated statements of operations for the three and six months ended June 30, 2013 and 2012 related to non-hedging derivative instruments:

Derivative Instruments Not Designated as Hedging Instruments:	Location of Gain (Loss) Recognized in Operations on Derivatives	Amount of Gain (Loss) Recognized in Operations on Derivatives
		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2013			2012		2013		2012
		(dollars expressed in thousands)
Interest rate swap agreements	Other noninterest income	$	—		(2	)	—		(41	)
Customer interest rate swap agreements	Other noninterest income	—			—		—		3
Interest rate lock commitments	Gain on loans sold and held for sale	(1,047		)	1,582		(1,769	)	1,709
Forward commitments to sell mortgage-backed securities	Gain on loans sold and held for sale	2,543			(1,200	)	2,783		(428	)

NOTE8–NOTESPAYABLE ANDOTHERBORROWINGS

Notes Payable. On March 20, 2013, the Company entered into a Revolving Credit Note and a Stock Pledge Agreement (the Credit Agreement) with Investors of America Limited Partnership (Investors of America, LP), as further described in Note 16 to the consolidated financial statements. The agreement provides for a $5.0 million secured revolving line of credit to be utilized for general working capital needs. This borrowing arrangement, which has a maturity date of March 31, 2014 and an interest rate of LIBOR plus 300 basis points, is intended to supplement, on a contingent basis, the parent company’s overall level of unrestricted cash to cover the parent company’s projected operating expenses should the parent company's existing cash resources become insufficient in the future. There have been no balances outstanding under the Credit Agreement since its inception.

Other Borrowings. Other borrowings were comprised solely of daily securities sold under agreement to repurchase of $35.2 million and $26.0 million at June 30, 2013 and December 31, 2012, respectively.

NOTE9–SUBORDINATEDDEBENTURES

As of June 30, 2013, the Company had 13 affiliated Delaware or Connecticut statutory and business trusts (collectively, the Trusts) that were created for the sole purpose of issuing trust preferred securities. The trust preferred securities were issued in private placements, with the exception of First Preferred Capital Trust IV, which was issued in a publicly underwritten offering. The following is a summary of the junior subordinated debentures issued to the Trusts in conjunction with the trust preferred securities offerings at June 30, 2013 and December 31, 2012:

Name of Trust	Issuance Date	Maturity Date	Call Date(1)	Interest Rate(2)	Trust Preferred Securities		Subordinated Debentures
					(dollars expressed in thousands)
Variable Rate
First Bank Statutory Trust II	September 2004	September 20, 2034	September 20, 2009	205.0 bp	$	20,000	$	20,619
Royal Oaks Capital Trust I	October 2004	January 7, 2035	January 7, 2010	240.0 bp	4,000		4,124
First Bank Statutory Trust III	November 2004	December 15, 2034	December 15, 2009	218.0 bp	40,000		41,238
First Bank Statutory Trust IV	March 2006	March 15, 2036	March 15, 2011	142.0 bp	40,000		41,238
First Bank Statutory Trust V	April 2006	June 15, 2036	June 15, 2011	145.0 bp	20,000		20,619
First Bank Statutory Trust VI	June 2006	July 7, 2036	July 7, 2011	165.0 bp	25,000		25,774
First Bank Statutory Trust VII	December 2006	December 15, 2036	December 15, 2011	185.0 bp	50,000		51,547
First Bank Statutory Trust VIII	February 2007	March 30, 2037	March 30, 2012	161.0 bp	25,000		25,774
First Bank Statutory Trust X	August 2007	September 15, 2037	September 15, 2012	230.0 bp	15,000		15,464
First Bank Statutory Trust IX	September 2007	December 15, 2037	December 15, 2012	225.0 bp	25,000		25,774
First Bank Statutory Trust XI	September 2007	December 15, 2037	December 15, 2012	285.0 bp	10,000		10,310
Fixed Rate
First Bank Statutory Trust	March 2003	March 20, 2033	March 20, 2008	8.10%	25,000		25,774
First Preferred Capital Trust IV	April 2003	June 30, 2033	June 30, 2008	8.15%	46,000		47,423

____________________

(1) The junior subordinated debentures are callable at the option of the Company on the call date shown at 100% of the principal amount plus accrued and unpaid interest.

(2) The interest rates paid on the trust preferred securities are based on either a variable rate or a fixed rate. The variable rate is based on the three-month LIBOR plus the basis point spread shown.

The Company’s distributions accrued on the junior subordinated debentures were $3.7 million and $7.4 million for the three and six months ended June 30, 2013, respectively, and $3.7 million and $7.3 million for the comparable periods in 2012, and are included in interest expense in the consolidated statements of operations. The structure of the trust preferred securities currently satisfies the regulatory requirements for inclusion, subject to certain limitations, in the Company’s capital base, as further discussed in Note 11 to the consolidated financial statements.

21

On August 10, 2009, the Company announced the deferral of its regularly scheduled interest payments on its outstanding junior subordinated debentures relating to its $345.0 million of trust preferred securities beginning with the regularly scheduled quarterly interest payments that would otherwise have been made in September and October 2009. The terms of the junior subordinated debentures and the related trust indentures allow the Company to defer such payments of interest for up to 20 consecutive quarterly periods without triggering a payment default or penalty. Such payment default or penalty would likely have a material adverse effect on the Company’s business, financial condition and results of operations. The Company has deferred such payments for 16 quarterly periods as of June 30, 2013. The current 20 consecutive quarterly deferral period ends with the respective payment dates of the trust preferred securities in September and October 2014. During the deferral period, the respective trusts suspend the declaration and payment of dividends on the trust preferred securities. During the deferral period, the Company may not, among other things and with limited exceptions, pay cash dividends on or repurchase its common stock or preferred stock nor make any payment on outstanding debt obligations that rank equally with or junior to the junior subordinated debentures. Accordingly, the Company also suspended the payment of cash dividends on its outstanding common stock and preferred stock beginning with the regularly scheduled quarterly dividend payments on the preferred stock that would otherwise have been made in August and September 2009, as further described in Note 10 to the consolidated financial statements. The Company has deferred $49.9 million and $43.8 million of its regularly scheduled interest payments as of June 30, 2013 and December 31, 2012, respectively. In addition, the Company has accrued additional interest expense of $5.2 million and $3.9 million as of June 30, 2013 and December 31, 2012, respectively, on the regularly scheduled deferred interest payments based on the interest rate in effect for each junior subordinated note issuance in accordance with the respective terms of the underlying agreements.

Under its agreement with the Federal Reserve Bank of St. Louis (FRB), the Company agreed, among other things, to provide certain information to the FRB, including, but not limited to, prior notice regarding the issuance of additional trust preferred securities. The Company also agreed not to make any distributions of interest or other sums on its outstanding trust preferred securities without the prior approval of the FRB, as further described in Note 11 to the consolidated financial statements.

NOTE10–STOCKHOLDERS’EQUITY

Common Stock. There is no established public trading market for the Company’s common stock. Various trusts, which were established by and are administered by and for the benefit of the Company’s Chairman of the Board and members of his immediate family (including Mr. Michael Dierberg, Vice Chairman of the Company), own all of the voting stock of the Company.

Preferred Stock. The Company has four classes of preferred stock outstanding. The Class A Convertible Adjustable Rate Preferred Stock, or Class A Preferred Stock, is convertible into shares of common stock at a rate based on the ratio of the par value of the preferred stock to the current market value of the common stock at the date of conversion, to be determined by independent appraisal at the time of conversion. Shares of Class A Preferred Stock may be redeemed by the Company at any time at 105.0% of par value. The Class B Non-Convertible Adjustable Rate Preferred Stock, or Class B Preferred Stock, may not be redeemed or converted. The holders of the Class A and Class B Preferred Stock have full voting rights. Dividends on the Class A and Class B Preferred Stock are adjustable quarterly based on the highest of the Treasury Bill Rate or the Ten Year Constant Maturity Rate for the two-week period immediately preceding the beginning of the quarter. This rate shall not be less than 6.0% nor more than 12.0% on the Class A Preferred Stock, or less than 7.0% nor more than 15.0% on the Class B Preferred Stock. Effective August 10, 2009, the Company suspended the declaration of dividends on its Class A and Class B Preferred Stock.

On December 31, 2008, the Company issued 295,400 shares of Class C Fixed Rate Cumulative Perpetual Preferred Stock (Class C Preferred Stock) and 14,770 shares of Class D Fixed Rate Cumulative Perpetual Preferred Stock (Class D Preferred Stock) to the United States Department of the Treasury (U.S. Treasury) in conjunction with the U.S. Treasury’s Troubled Asset Relief Program’s Capital Purchase Program (CPP). The Class C Preferred Stock has a par value of $1.00 per share and a liquidation preference of $1,000 per share. The holders of the Class C Preferred Stock have no voting rights except in certain limited circumstances. The Class C Preferred Stock carries an annual dividend rate equal to 5% for the first five years and the annual dividend rate increases to 9% per annum on and after February 15, 2014, payable quarterly in arrears beginning February 15, 2009. The Class D Preferred Stock has a par value of $1.00 per share and a liquidation preference of $1,000 per share. The holders of the Class D Preferred Stock have no voting rights except in certain limited circumstances. The Class D Preferred Stock carries an annual dividend rate equal to 9%, payable quarterly in arrears beginning February 15, 2009. The Class C Preferred Stock and the Class D Preferred Stock qualify as Tier 1 capital. Effective February 17, 2009, the Class C Preferred Stock and the Class D Preferred Stock may be redeemed at any time without penalty and without the need to raise new capital, subject to the U.S. Treasury’s consultation with the Company’s primary regulatory agency. The Class D Preferred Stock may not be redeemed until all of the outstanding shares of the Class C Preferred Stock have been redeemed. In addition, the U.S. Treasury has certain supervisory and oversight duties and responsibilities under the CPP and, pursuant to the terms of the agreement governing the issuance of the Class C Preferred Stock and the Class D Preferred Stock to the U.S. Treasury (Purchase Agreement), the U.S. Treasury is empowered to unilaterally amend any provision of the Purchase Agreement with the Company to the extent required to comply with any changes in applicable federal statutes. As a result of the Company’s deferral of dividends to the U.S. Treasury for an aggregate of six quarters, the U.S. Treasury had the right to elect two directors to the Company’s Board. On July 13, 2011, the U.S. Treasury elected two members to the Company’s Board of Directors.

22

On August 1, 2013, the U.S. Treasury closed its initial auction of the Class C Preferred Stock and the Class D Preferred Stockto unaffiliated third party investors in a private transaction. The preliminary results of the auction indicate the U.S. Treasury expects to sell approximately 96.0% of the Class C Preferred Stock and all of the Class D Preferred Stock, and the pending sale is expected to be completed on August 12, 2013. The Company will not receive any proceeds from the sale and the sale will have no effect on the terms of the outstanding Class C Preferred Stock and Class D Preferred Stock, including the Company's obligation to satisfy accrued and unpaid dividends prior to the payment of any dividend or other distribution to holders of junior or parity stock, including the Company's common stock, Class A Preferred Stock and Class B Preferred Stock, and an increase in the dividend rate from 5% to 9%, commencing with the dividend payment date of February 15, 2014. Further, the sale of the Class C Preferred Stock and the Class D Preferred Stock will have no effect on the Company's regulatory capital, financial condition or results of operations.

The Company allocated the total proceeds received under the CPP of $295.4 million to the Class C Preferred Stock and the Class D Preferred Stock based on the relative fair values of the respective classes of preferred stock at the time of issuance. The discount on the Class C Preferred Stock of $17.3 million is being accreted to retained earnings on a level-yield basis over five years. Accretion of the discount on the Class C Preferred Stock was $908,000 and $1.8 million for the three and six months ended June 30, 2013, respectively, compared to $883,000 and $1.8 million for the comparable periods in 2012.

The redemption of any issue of preferred stock requires the prior approval of the Federal Reserve. Furthermore, the Purchase Agreement that the Company entered into with the U.S. Treasury contains limitations on certain actions of the Company, including, but not limited to, payment of dividends and redemptions and acquisitions of the Company’s equity securities. In addition, the Company, under its agreement with the FRB, has agreed, among other things, to provide certain information to the FRB including, but not limited to, notice of plans to materially change its fundamental business and notice to raise additional equity capital. Furthermore, the Company agreed not to pay any dividends on its common or preferred stock without the prior approval of the FRB, as further described in Note 11 to the consolidated financial statements.

In conjunction with the deferral of its regularly scheduled interest payments on its outstanding junior subordinated debentures on August 10, 2009, as further described in Note 9 to the consolidated financial statements, the Company also began suspending the payment of cash dividends on its outstanding preferred stock beginning with the regularly scheduled quarterly dividend payments on the preferred stock that would otherwise have been made in August and September 2009. The Company has deferred such payments for 16 quarterly periods as of June 30, 2013. Consequently, the Company has suspended the declaration of dividends on its Class A and Class B preferred stock, but continues to declare and accumulate dividends on its Class C Preferred Stock and its Class D Preferred Stock. The Company has declared and deferred $64.4 million and $56.3 million of its regularly scheduled dividend payments on its Class C Preferred Stock and Class D Preferred Stock at June 30, 2013 and December 31, 2012, respectively, and has declared and accrued an additional $7.4 million and $5.6 million of cumulative dividends on such deferred dividend payments at June 30, 2013 and December 31, 2012, respectively.

During the first quarter of 2013, the Company reclassified certain of its available-for-sale investment securities to held-to-maturity investment securities at their respective fair values, which totaled $242.5 million, in aggregate, as further described in Note 3 to the consolidated financial statements. The gross unrealized gain on these available-for-sale investment securities at the time of transfer was $5.0 million. The unrealized gain included as a component of accumulated other comprehensive income was $2.8 million at the time of transfer, net of tax of $2.2 million. The fair value adjustment at the time of transfer of $5.0 million was recorded as additional premium on the investment securities, and is being amortized as an adjustment to interest income on investment securities over the remaining lives of the respective securities. The amortization of the unrealized gain reported in stockholders’ equity is also being amortized as an adjustment to interest income on investment securities over the remaining lives of the respective securities. Consequently, the combined amortization of the additional premium and the unrealized gain have no net impact on interest income on investment securities.

23

Accumulated Other Comprehensive Income. The following table summarizes changes in accumulated other comprehensive income, net of tax, by component, for the three and six months ended June 30, 2013:

	Investment Securities			Defined Benefit Pension Plan		Deferred Tax Asset Valuation Allowance		Total
				(dollars expressed in thousands)
Three Months Ended June 30, 2013:
Balance, beginning of period	$	32,510		(3,514	)	11,495		40,491
Other comprehensive income (loss) before reclassifications	(16,982		)	30		(13,745	)	(30,697	)
Amounts reclassified from accumulated other comprehensive income (loss)	(191		)	—		—		(191	)
Net current period other comprehensive income (loss)	(17,173		)	30		(13,745	)	(30,888	)
Balance, end of period	$	15,337		(3,484	)	(2,250	)	9,603
Six Months Ended June 30, 2013:
Balance, beginning of period	$	35,186		(3,544	)	13,617		45,259
Other comprehensive income (loss) before reclassifications	(19,663		)	60		(15,867	)	(35,470	)
Amounts reclassified from accumulated other comprehensive income (loss)	(186		)	—		—		(186	)
Net current period other comprehensive income (loss)	(19,849		)	60		(15,867	)	(35,656	)
Balance, end of period	$	15,337		(3,484	)	(2,250	)	9,603

The following table summarizes changes in accumulated other comprehensive income, net of tax, by component, for the three and six months ended June 30, 2012:

	Investment Securities			Defined Benefit Pension Plan		Deferred Tax Asset Valuation Allowance		Total
				(dollars expressed in thousands)
Three Months Ended June 30, 2012:
Balance, beginning of period	$	25,816		(2,612	)	2,712		25,916
Other comprehensive income (loss) before reclassifications	5,152			21		2,792		7,965
Amounts reclassified from accumulated other comprehensive income (loss)	3			—		—		3
Net current period other comprehensive income (loss)	5,155			21		2,792		7,968
Balance, end of period	$	30,971		(2,591	)	5,504		33,884
Six Months Ended June 30, 2012:
Balance, beginning of period	$	19,437		(2,633	)	(738	)	16,066
Other comprehensive income (loss) before reclassifications	11,870			42		6,242		18,154
Amounts reclassified from accumulated other comprehensive income (loss)	(336		)	—		—		(336	)
Net current period other comprehensive income (loss)	11,534			42		6,242		17,818
Balance, end of period	$	30,971		(2,591	)	5,504		33,884

NOTE11–REGULATORYCAPITAL AND OTHER REGULATORY MATTERS

Regulatory Capital. The Company 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 the operations and financial condition of the Company and First Bank. Under these capital requirements, the Company 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 the Company and First Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of Tier 1 capital to average assets.

The Company did not meet the minimum regulatory capital standards established for bank holding companies by the Federal Reserve at June 30, 2013 and December 31, 2012. The Company must maintain minimum total regulatory, Tier 1 regulatory and Tier 1 leverage ratios as set forth in the table below in order to meet the minimum capital adequacy standards.

First Bank was categorized as well capitalized at June 30, 2013 and December 31, 2012 under the prompt corrective action provisions of the regulatory capital standards. First Bank must maintain minimum total regulatory, Tier 1 regulatory and Tier 1 leverage ratios as set forth in the table below in order to be categorized as well capitalized. In addition, First Bank is currently required to maintain its Tier 1 capital to total assets ratio at no less than 7.00% in accordance with the provisions of its informal agreement entered into with the State of Missouri Division of Finance (MDOF), as further described below. First Bank’s Tier 1

24

capital to total assets ratio of 9.98% and 9.20% at June 30, 2013 and December 31, 2012, respectively, exceeded the 7.00% minimum level required under the terms of the informal agreement with the MDOF.

At June 30, 2013 and December 31, 2012, the Company and First Bank’s required and actual capital ratios were as follows:

											To be Well Capitalized Under Prompt Corrective Action Provisions
	Actual								For Capital Adequacy Purposes
	June 30, 2013				December 31, 2012
	Amount		Ratio		Amount		Ratio
	(dollars expressed in thousands)
Total capital (to risk-weighted assets):
First Banks, Inc.	$	112,256	3.10	%	$	93,542	2.57	%	8.0	%	N/A
First Bank	650,322		17.95		626,177		17.18		8.0		10.0	%
Tier 1 capital (to risk-weighted assets):
First Banks, Inc.	56,128		1.55		46,771		1.28		4.0		N/A
First Bank	604,509		16.69		580,026		15.92		4.0		6.0
Tier 1 capital (to average assets):
First Banks, Inc.	56,128		0.92		46,771		0.73		4.0		N/A
First Bank	604,509		9.92		580,026		9.13		4.0		5.0

As noted above, the Company’s capital ratios are below the minimum regulatory capital standards established for bank holding companies, and therefore, the Company could be subject to additional actions by regulators that could have a direct material effect on the operations and financial condition of the Company and First Bank.

Regulatory Agreements. On March 24, 2010, the Company, SFC and First Bank entered into a Written Agreement (Agreement) with the FRB requiring the Company and First Bank to take certain steps intended to improve their overall financial condition. Pursuant to the Agreement, the Company prepared and filed with the FRB a number of specific plans designed to strengthen and/or address the following matters: (i) board oversight over the management and operations of the Company and First Bank; (ii) credit risk management practices; (iii) lending and credit administration policies and procedures; (iv) asset improvement; (v) capital; (vi) earnings and overall financial condition; and (vii) liquidity and funds management.

The Agreement requires, among other things, that the Company and First Bank obtain prior approval from the FRB in order to pay dividends. In addition, the Company must obtain prior approval from the FRB to: (i) take any other form of payment from First Bank representing a reduction in capital of First Bank; (ii) make any distributions of interest, principal or other sums on junior subordinated debentures or trust preferred securities; (iii) incur, increase or guarantee any debt; or (iv) purchase or redeem any shares of the Company’s stock. Pursuant to the terms of the Agreement, the Company and First Bank submitted a written plan to the FRB to maintain sufficient capital at the Company, on a consolidated basis, and at First Bank, on a standalone basis. In addition, the Agreement also provides that the Company and First Bank must notify the FRB if the regulatory capital ratios of either entity fall below those set forth in the capital plans that were accepted by the FRB, and specifically if First Bank falls below the criteria for being well capitalized under the regulatory framework for prompt corrective action. The Company must also notify the FRB before appointing any new directors or senior executive officers or changing the responsibilities of any senior executive officer position. The Agreement also requires the Company and First Bank to comply with certain restrictions regarding indemnification and severance payments. The Agreement is specifically enforceable by the FRB in court.

Prior to entering into the Agreement on March 24, 2010, the Company and First Bank had entered into a memorandum of understanding and an informal agreement, respectively, with the FRB and the MDOF. Each of the agreements were characterized by regulatory authorities as informal actions that were neither published nor made publicly available by the agencies and are used when circumstances warrant a milder form of action than a formal supervisory action, such as a written agreement or cease and desist order. The informal agreement with the MDOF is still in place and there have not been any modifications thereto since its inception in September 2008.

Under the terms of the prior memorandum of understanding with the FRB, the Company agreed, among other things, to provide certain information to the FRB including, but not limited to, financial performance updates, notice of plans to materially change its fundamental business and notice to issue trust preferred securities or raise additional equity capital. In addition, the Company agreed not to pay any dividends on its common or preferred stock or make any distributions of interest or other sums on its trust preferred securities without the prior approval of the FRB.

First Bank, under its informal agreement with the MDOF and the FRB, agreed to, among other things, prepare and submit plans and reports to the agencies regarding certain matters including, but not limited to, the performance of First Bank’s loan portfolio. In addition, First Bank agreed not to declare or pay any dividends or make certain other payments without the prior consent of the MDOF and the FRB and to maintain a Tier 1 capital to total assets ratio of no less than 7.00%.

25

While the Company and First Bank intend to take such actions as may be necessary to comply with the requirements of the Agreement with the FRB and informal agreement with the MDOF, there can be no assurance that the Company and First Bank will be able to comply fully with the requirements of the Agreement or that First Bank will be able to comply fully with the provisions of the informal agreement, that compliance with the Agreement and the informal agreement will not be more time consuming or more expensive than anticipated, that compliance with the Agreement and the informal agreement will enable the Company and First Bank to maintain profitable operations, or that efforts to comply with the Agreement and the informal agreement will not have adverse effects on the operations and financial condition of the Company or First Bank. If the Company or First Bank is unable to comply with the terms of the Agreement or the informal agreement, respectively, the Company and First Bank could become subject to various requirements limiting the ability to develop new business lines, mandating additional capital, and/or requiring the sale of certain assets and liabilities. Failure of the Company and First Bank to meet these conditions could lead to further enforcement action by the regulatory agencies. The terms of any such additional regulatory actions, orders or agreements could have a materially adverse effect on the Company’s business, financial condition or results of operations.

NOTE12–FAIRVALUEDISCLOSURES

In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” financial assets and financial liabilities that are measured at fair value subsequent to initial recognition are grouped into three levels of inputs or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the reliability of assumptions used to determine fair value. The three input levels of the valuation hierarchy are as follows:

Level 1 Inputs – Valuation is based on quoted prices in active markets for identical instruments in active markets.

Level 2 Inputs – Valuation is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The following describes valuation methodologies used to measure financial assets and financial liabilities at fair value, as well as the general classification of such financial instruments pursuant to the valuation hierarchy:

Available-for-sale investment securities. Available-for-sale investment securities are recorded at fair value on a recurring basis. Available-for-sale investment securities included in Level 1 are valued using quoted market prices. Where quoted market prices are unavailable, the fair value included in Level 2 is based on quoted market prices of comparable instruments obtained from independent pricing vendors based on recent trading activity and other relevant information.

Loans held for sale. Mortgage loans held for sale are carried at fair value on a recurring basis. The determination of fair value is based on quoted market prices of comparable instruments obtained from independent pricing vendors based on recent trading activity and other relevant information. Other loans held for sale are carried at the lower of cost or market value, which is determined on an individual loan basis. The fair value is based on the prices secondary markets are offering for portfolios with similar characteristics. The Company classifies mortgage loans held for sale subjected to recurring fair value adjustments as recurring Level 2. The Company classifies other loans held for sale subjected to nonrecurring fair value adjustments as nonrecurring Level 2.

Impaired loans. The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans are considered impaired when, in the judgment of management based on current information and events, it is probable that payment of all amounts due under the contractual terms of the loan agreement will not be collected. Acquired impaired loans are classified as nonaccrual loans and are initially measured at fair value with no allocated allowance for loan losses. An allowance for loan losses is recorded to the extent there is further credit deterioration subsequent to the acquisition date. In accordance with ASC Topic 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. Once a loan is identified as impaired, management measures the impairment in accordance with ASC Topic 310-10-35, “Receivables.” Impairment is measured by reference to an observable market price, if one exists, the expected future cash flows of an impaired loan discounted at the loan’s effective interest rate, or the fair value of the collateral for a collateral-dependent loan. In most cases, the Company measures fair value based on the value of the collateral securing the loan. Collateral may be in the form of real estate or personal property, including equipment and inventory. The vast majority of the collateral is real estate. The value of the collateral is determined based on third party appraisals as well as internal estimates. These measurements are classified as nonrecurring Level 3.

Other real estate and repossessed assets. Certain other real estate and repossessed assets, upon initial recognition, are re-measured and reported at fair value through a charge-off to the allowance for loan losses based upon the estimated fair value of the other

26

real estate. The fair value of other real estate, upon initial recognition, is estimated using Level 3 inputs based on third party appraisals, and where applicable, discounted based on management’s judgment taking into account current market conditions, distressed or forced sale price comparisons and other factors in effect at the time of valuation. The Company classifies other real estate and repossessed assets subjected to nonrecurring fair value adjustments as Level 3.

Derivative instruments. Substantially all derivative instruments utilized by the Company are traded in over-the-counter markets where quoted market prices are not readily available. Derivative instruments utilized by the Company include interest rate swap agreements, interest rate lock commitments and forward commitments to sell mortgage-backed securities. For these derivative instruments, fair value is based on market observable inputs utilizing pricing systems and valuation models, and where applicable, the values are compared to the market values calculated independently by the respective counterparties. The Company classifies its derivative instruments as Level 2.

Servicing rights. The valuation of mortgage and SBA servicing rights is performed by an independent third party. The valuation models estimate the present value of estimated future net servicing income, using market-based discount rate assumptions, and utilize assumptions based on the predominant risk characteristics of the underlying loans, including principal balance, interest rate, weighted average life, and certain unobservable inputs, including cost to service, estimated prepayment speed rates and default rates. Changes in the fair value of servicing rights occur primarily due to the realization of expected cash flows, as well as changes in valuation inputs and assumptions. Significant increases (decreases) in any of the unobservable inputs would result in a significantly lower (higher) fair value of the servicing rights. The Company classifies its servicing rights as Level 3.

Nonqualified Deferred Compensation Plan. The Company’s nonqualified deferred compensation plan is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options such as equity funds, international stock funds, capital appreciation funds, money market funds, bond funds, mid-cap value funds and growth funds. The nonqualified deferred compensation plan liability is valued based on quoted market prices of the underlying investments. The Company classifies its nonqualified deferred compensation plan liability as Level 1.

27

Items Measured on a Recurring Basis. Assets and liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012 are reflected in the following table:

	Fair Value Measurements
	Level 1		Level 2		Level 3	Fair Value
	(dollars expressed in thousands)
June 30, 2013:
Assets:
Available-for-sale investment securities:
U.S. Government sponsored agencies	$	—	274,242		—	274,242
Residential mortgage-backed	—		1,200,146		—	1,200,146
Commercial mortgage-backed	—		872		—	872
State and political subdivisions	—		32,643		—	32,643
Corporate notes	—		194,886		—	194,886
Equity investments	1,473		—		—	1,473
Mortgage loans held for sale	—		45,239		—	45,239
Derivative instruments:
Customer interest rate swap agreements	—		31		—	31
Interest rate lock commitments	—		68		—	68
Forward commitments to sell mortgage-backed securities	—		2,478		—	2,478
Servicing rights	—		—		17,533	17,533
Total	$	1,473	1,750,605		17,533	1,769,611
Liabilities:
Derivative instruments:
Customer interest rate swap agreements	$	—	31		—	31
Nonqualified deferred compensation plan	6,159		—		—	6,159
Total	$	6,159	31		—	6,190
December 31, 2012:
Assets:
Available-for-sale investment securities:
U.S. Government sponsored agencies	$	—	310,429		—	310,429
Residential mortgage-backed	—		1,534,067		—	1,534,067
Commercial mortgage-backed	—		915		—	915
State and political subdivisions	—		4,929		—	4,929
Corporate notes	—		192,365		—	192,365
Equity investments	1,022		—		—	1,022
Mortgage loans held for sale	—		66,133		—	66,133
Derivative instruments:
Customer interest rate swap agreements	—		87		—	87
Interest rate lock commitments	—		1,837		—	1,837
Forward commitments to sell mortgage-backed securities	—		(305	)	—	(305	)
Servicing rights	—		—		14,792	14,792
Total	$	1,022	2,110,457		14,792	2,126,271
Liabilities:
Derivative instruments:
Customer interest rate swap agreements	$	—	87		—	87
Nonqualified deferred compensation plan	6,443		—		—	6,443
Total	$	6,443	87		—	6,530

There were no transfers between Levels 1 and 2 of the fair value hierarchy for the three and six months ended June 30, 2013 and 2012.

28

The following table presents the changes in Level 3 assets measured on a recurring basis for the three and six months ended June 30, 2013 and 2012:

	Servicing Rights
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013	2012
	(dollars expressed in thousands)
Balance, beginning of period	$	16,175	15,969		14,792	15,380
Total gains or losses (realized/unrealized):
Included in earnings (1)	470		(1,981	)	624	(2,191	)
Included in other comprehensive income	—		—		—	—
Issuances	888		1,194		2,117	1,993
Transfers in and/or out of level 3	—		—		—	—
Balance, end of period	$	17,533	15,182		17,533	15,182

____________________

(1) Gains or losses (realized/unrealized) are included in noninterest income in the consolidated statements of operations.

Items Measured on a Nonrecurring Basis. From time to time, the Company measures certain assets at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis as of June 30, 2013 and December 31, 2012 are reflected in the following table:

	Fair Value Measurements
	Level 1		Level 2	Level 3	Fair Value
	(dollars expressed in thousands)
June 30, 2013:
Assets:
Impaired loans:
Commercial, financial and agricultural	$	—	—	14,654	14,654
Real estate construction and development	—		—	37,272	37,272
Real estate mortgage:
Bank portfolio	—		—	6,549	6,549
Mortgage Division portfolio	—		—	83,314	83,314
Home equity	—		—	4,724	4,724
Multi-family residential	—		—	28,794	28,794
Commercial real estate	—		—	16,861	16,861
Consumer and installment	—		—	33	33
Other real estate and repossessed assets	—		—	78,152	78,152
Total	$	—	—	270,353	270,353
December 31, 2012:
Assets:
Impaired loans:
Commercial, financial and agricultural	$	—	—	18,374	18,374
Real estate construction and development	—		—	40,731	40,731
Real estate mortgage:
Bank portfolio	—		—	8,237	8,237
Mortgage Division portfolio	—		—	86,500	86,500
Home equity	—		—	6,887	6,887
Multi-family residential	—		—	33,863	33,863
Commercial real estate	—		—	26,218	26,218
Consumer and installment	—		—	27	27
Other real estate and repossessed assets	—		—	91,995	91,995
Total	$	—	—	312,832	312,832

Non-Financial Assets and Non-Financial Liabilities. Certain non-financial assets measured at fair value on a nonrecurring basis include other real estate (upon initial recognition or subsequent impairment), non-financial assets and non-financial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment.

Other real estate and repossessed assets measured at fair value upon initial recognition totaled $5.2 million and $12.9 million for the six months ended June 30, 2013 and 2012, respectively. In addition to other real estate and repossessed assets measured at fair value upon initial recognition, the Company recorded write-downs to the balance of other real estate and repossessed assets of $551,000 and $809,000 to noninterest expense for the three and six months ended June 30, 2013, respectively, compared to $4.1

29

million and $6.3 million for the comparable periods in 2012. Other real estate and repossessed assets were $78.2 million at June 30, 2013, compared to $92.0 million at December 31, 2012.

Fair Value of Financial Instruments. The fair value of financial instruments is management’s estimate of the values at which the instruments could be exchanged in a transaction between willing parties. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial assets including deferred income tax assets, bank premises and equipment and goodwill. Furthermore, the income taxes that would be incurred if the Company were to realize any of the unrealized gains or unrealized losses indicated between the estimated fair values and corresponding carrying values could have a significant effect on the fair value estimates and have not been considered in any of the estimates.

The following summarizes the methods and assumptions used in estimating the fair value of all other financial instruments:

Cash and cash equivalents and accrued interest receivable. The carrying values reported in the consolidated balance sheets approximate fair value.

Held-to-maturity investment securities. The fair value of held-to-maturity investment securities is based on quoted market prices where available. If quoted market prices are not available, the fair value is based on quoted market prices of comparable instruments. The Company classifies its held-to-maturity investment securities as Level 2.

Loans. The fair value of loans held for portfolio uses an exit price concept and reflects discounts the Company believes are consistent with liquidity discounts in the market place. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial and industrial, real estate construction and development, commercial real estate, one-to-four-family residential real estate, home equity and consumer and installment. The fair value of loans is estimated by discounting the future cash flows, utilizing assumptions for prepayment estimates over the loans’ remaining life and considerations for the current interest rate environment compared to the weighted average rate of the loan portfolio. The fair value analysis also includes other assumptions to estimate fair value, intended to approximate those factors a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate. The Company classifies its loans held for portfolio as Level 3.

FRB and FHLB stock. The carrying values reported in the consolidated balance sheets for FRB and FHLB stock, which are carried at cost, represent redemption value and approximate fair value.

Assets of discontinued operations. The carrying values reported in the consolidated balance sheets for assets of discontinued operations approximate fair value. The Company classifies its assets of discontinued operations as Level 2.

Deposits. The fair value of deposits payable on demand with no stated maturity (i.e., noninterest-bearing and interest-bearing demand, and savings and money market accounts) is considered equal to their respective carrying amounts as reported in the consolidated balance sheets. The fair value of demand deposits does not include the benefit that results from the low-cost funding provided by deposit liabilities compared to the cost of borrowing funds in the market. The fair value disclosed for time deposits is estimated utilizing a discounted cash flow calculation that applies interest rates currently being offered on similar deposits to a schedule of aggregated monthly maturities of time deposits. If the estimated fair value is lower than the carrying value, the carrying value is reported as the fair value of time deposits. The Company classifies its time deposits as Level 3.

Other borrowings and accrued interest payable. The carrying values reported in the consolidated balance sheets for variable rate borrowings approximate fair value. The fair value of fixed rate borrowings is based on quoted market prices where available. If quoted market prices are not available, the fair value is based on discounting contractual maturities using an estimate of current market rates for similar instruments. The Company classifies its other borrowings, comprised of securities sold under agreement to repurchase, as Level 1. The carrying values reported in the consolidated balance sheets for accrued interest payable approximate fair value.

Subordinated debentures. The fair value of subordinated debentures is based on quoted market prices of comparable instruments. The Company classifies its subordinated debentures as Level 3.

Liabilities of discontinued operations. The fair value of liabilities of discontinued operations reflects the negotiated purchase price at which the liabilities could be exchanged in a transaction between willing parties, as further described in Note 2 to the consolidated financial statements. The Company classifies its liabilities of discontinued operations as Level 2.

Off-Balance Sheet Financial Instruments. The fair value of commitments to extend credit, standby letters of credit and financial guarantees is based on estimated probable credit losses. The Company classifies its off-balance sheet financial instruments as Level 3.

30

The estimated fair value of the Company’s financial instruments at June 30, 2013 were as follows:

	June 30, 2013
				Estimated Fair Value
	Carrying Value			Level 1	Level 2	Level 3		Total
	(dollars expressed in thousands)
Financial Assets:
Cash and cash equivalents	$	515,545		515,545	—	—		515,545
Investment securities:
Available for sale	1,704,262			1,473	1,702,789	—		1,704,262
Held to maturity	800,453			—	787,791	—		787,791
Loans held for portfolio	2,690,077			—	—	2,493,483		2,493,483
Loans held for sale	45,239			—	45,239	—		45,239
FRB and FHLB stock	27,674			27,674	—	—		27,674
Derivative instruments	2,577			—	2,577	—		2,577
Accrued interest receivable	18,373			18,373	—	—		18,373
Assets of discontinued operations	39,006			—	39,006	—		39,006
Financial Liabilities:
Deposits:
Noninterest-bearing demand	$	1,198,846		1,198,846	—	—		1,198,846
Interest-bearing demand	636,582			636,582	—	—		636,582
Savings and money market	1,892,903			1,892,903	—	—		1,892,903
Time deposits	1,093,955			—	—	1,094,326		1,094,326
Other borrowings	35,228			35,228	—	—		35,228
Derivative instruments	31			—	31	—		31
Accrued interest payable	55,755			55,755	—	—		55,755
Subordinated debentures	354,172			—	—	267,253		267,253
Liabilities of discontinued operations	550,683			—	502,038	—		502,038
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees	$	(2,779	)	—	—	(2,779	)	(2,779	)

The estimated fair value of the Company’s financial instruments at December 31, 2012 were as follows:

	December 31, 2012
				Estimated Fair Value
	Carrying Value			Level 1	Level 2	Level 3		Total
	(dollars expressed in thousands)
Financial Assets:
Cash and cash equivalents	$	518,846		518,846	—	—		518,846
Investment securities:
Available for sale	2,043,727			1,022	2,042,705	—		2,043,727
Held to maturity	631,553			—	637,024	—		637,024
Loans held for portfolio	2,773,012			—	—	2,572,256		2,572,256
Loans held for sale	66,133			—	66,133	—		66,133
FRB and FHLB stock	27,329			27,329	—	—		27,329
Derivative instruments	1,619			—	1,619	—		1,619
Accrued interest receivable	18,284			18,284	—	—		18,284
Assets of discontinued operations	6,706			—	6,706	—		6,706
Financial Liabilities:
Deposits:
Noninterest-bearing demand	$	1,327,183		1,327,183	—	—		1,327,183
Interest-bearing demand	1,000,666			1,000,666	—	—		1,000,666
Savings and money market	1,880,271			1,880,271	—	—		1,880,271
Time deposits	1,284,727			—	—	1,286,730		1,286,730
Other borrowings	26,025			26,025	—	—		26,025
Derivative instruments	87			—	87	—		87
Accrued interest payable	48,541			48,541	—	—		48,541
Subordinated debentures	354,133			—	—	254,984		254,984
Liabilities of discontinued operations	155,711			—	155,711	—		155,711
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees	$	(2,779	)	—	—	(2,779	)	(2,779	)

31

NOTE13–INCOMETAXES

The realization of the Company’s net deferred tax assets is based on the expectation of future taxable income and the utilization of tax planning strategies. The Company has a full valuation allowance against its net deferred tax assets at June 30, 2013 and December 31, 2012. The deferred tax asset valuation allowance was recorded in accordance with ASC Topic 740, “Income Taxes.” Under ASC Topic 740, the Company is required to assess whether it is “more likely than not” that some portion or all of its deferred tax assets will not be realized. Pursuant to ASC Topic 740, concluding that a deferred tax asset valuation allowance is not required is difficult when there is significant evidence which is objective and verifiable, such as the lack of recoverable taxes, excess of reversing deductible differences over reversing taxable differences and cumulative losses in recent years. If, in the future, the Company generates taxable income on a sustained basis, management may conclude the deferred tax asset valuation allowance is no longer required, which would result in the reversal of a portion or all of the deferred tax asset valuation allowance, which would be reflected as a benefit for income taxes in the consolidated statements of operations.

A summary of the Company’s deferred tax assets and deferred tax liabilities at June 30, 2013 and December 31, 2012 is as follows:

	June 30, 2013			December 31, 2012
	(dollars expressed in thousands)
Gross deferred tax assets	$	407,156		405,266
Valuation allowance	(390,835		)	(376,224	)
Deferred tax assets, net of valuation allowance	16,321			29,042
Deferred tax liabilities	23,754			36,182
Net deferred tax liabilities	$	(7,433	)	(7,140	)

The Company’s valuation allowance was $390.8 million and $376.2 million at June 30, 2013 and December 31, 2012, respectively. At June 30, 2013 and December 31, 2012, for federal income tax purposes, the Company had net operating loss carryforwards of approximately $611.0 million and $597.7 million, respectively. At June 30, 2013 and December 31, 2012, for state income tax purposes, the Company had net operating loss carryforwards of approximately $800.8 million and $786.4 million, respectively, and a related deferred tax asset of $68.4 million and $65.9 million, respectively.

At June 30, 2013 and December 31, 2012, the Company’s unrecognized tax benefits for uncertain tax positions, excluding interest and penalties, were $836,000 and $1.1 million, respectively. At June 30, 2013 and December 31, 2012, the total amount of unrecognized tax benefits that would affect the provision for income taxes, prior to the consideration of the deferred tax asset valuation allowance, was $551,000 and $740,000, respectively. It is the Company’s policy to separately disclose any interest or penalties arising from the application of federal or state income taxes. Interest related to unrecognized tax benefits is included in interest expense and penalties related to unrecognized tax benefits are included in noninterest expense. At June 30, 2013 and December 31, 2012, interest accrued for unrecognized tax positions was $121,000 and $116,000, respectively. The Company recorded a reduction of interest expense of $7,000 and interest expense of $5,000 related to unrecognized tax benefits for the three and six months endedJune 30, 2013, respectively, compared to interest expense of $20,000 and $36,000 for the comparable periods in 2012. There were no penalties for uncertain tax positions accrued at June 30, 2013 and December 31, 2012, nor did the Company recognize any expense for penalties during the three and six months endedJune 30, 2013 and 2012.

The Company continually evaluates the unrecognized tax benefits associated with its uncertain tax positions. It is reasonably possible that the remaining total unrecognized tax benefits as of June 30, 2013 could decrease by an additional $165,000 by December 31, 2013 as a result of the lapse of statutes of limitations or potential settlements with the federal and state taxing authorities, of which the impact to the provision for income taxes, prior to the consideration of the deferred tax asset valuation allowance, is estimated to be approximately $108,000. It is also reasonably possible that this decrease could be substantially offset by new matters arising during the same period.

The Company files consolidated and separate income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. Management of the Company believes the accrual for tax liabilities is adequate for all open audit years based on its assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. This assessment relies on estimates and assumptions. The Company’s federal income tax returns through 2008 have been examined by the IRS. Years subsequent to 2008 could contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, timing or inclusion of revenue and expenses. The Company has recorded a tax benefit only for those positions that meet the “more likely than not” standard. The Company’s current estimate of the resolution of various state examinations, none of which are in process, is reflected in accrued income taxes; however, final settlement of the examinations or changes in the Company’s estimate may result in future income tax expense or benefit.

The Company is no longer subject to U.S. federal and Illinois income tax examination for the years prior to 2009 and is no longer subject to California, Florida, Missouri and various other state income tax examination by the tax authorities for the years prior to 2008. The Company had a federal tax examination for tax years through 2008, which was closed during 2010, and a California tax examination for the 2004 and 2005 tax years, which was closed during 2008. An Illinois tax examination of the 2007 and 2008

32

tax years was completed during 2011 with no changes to the returns as originally filed. A California tax examination for the 2005 and 2006 tax years was completed during 2012 with no changes to the amended returns as filed. The Company is currently under examination of the 2007 and 2008 tax years for its Texas returns. While the statute of limitations for the 2008 tax year has expired for the majority of the states in which the Company is subject to income tax, the Company generated net operating loss carryforwards in 2008 which, if realized, are subject to examination in order to validate the net operating loss carryforward. Thus, while closed, the 2008 tax year for these states is still subject to examination. The statute of limitations will expire for 2008 when the statute of limitations expires for the year the net operating loss carryforward is realized.

NOTE14–EARNINGS(LOSS)PERCOMMONSHARE

The following is a reconciliation of basic and diluted earnings (loss) per share (EPS) for the three and six months endedJune 30, 2013 and 2012:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars in thousands, except share and per share data)
Basic:
Net income from continuing operations attributable to First Banks, Inc.	$	12,797		9,781		21,571		18,987
Preferred stock dividends declared and undeclared	(4,947		)	(4,690	)	(9,828	)	(9,317	)
Accretion of discount on preferred stock	(908		)	(883	)	(1,806	)	(1,767	)
Net income from continuing operations attributable to common stockholders	6,942			4,208		9,937		7,903
Net loss from discontinued operations attributable to common stockholders	(3,334		)	(2,273	)	(5,398	)	(4,581	)
Net income available to First Banks, Inc. common stockholders	$	3,608		1,935		4,539		3,322
Weighted average shares of common stock outstanding	23,661			23,661		23,661		23,661
Basic earnings per common share – continuing operations	$	293.39		177.84		419.98		334.02
Basic loss per common share – discontinued operations	$	(140.90	)	(96.06	)	(228.14	)	(193.61	)
Basic earnings per common share	$	152.49		81.78		191.84		140.41
Diluted:
Net income from continuing operations attributable to common stockholders	$	6,942		4,208		9,937		7,903
Net loss from discontinued operations attributable to common stockholders	(3,334		)	(2,273	)	(5,398	)	(4,581	)
Net income available to First Banks, Inc. common stockholders	3,608			1,935		4,539		3,322
Effect of dilutive securities – Class A convertible preferred stock	—			—		—		—
Diluted income available to First Banks, Inc. common stockholders	$	3,608		1,935		4,539		3,322
Weighted average shares of common stock outstanding	23,661			23,661		23,661		23,661
Effect of diluted securities – Class A convertible preferred stock	—			—		—		—
Weighted average diluted shares of common stock outstanding	23,661			23,661		23,661		23,661
Diluted earnings per common share – continuing operations	$	293.39		177.84		419.98		334.02
Diluted loss per common share – discontinued operations	$	(140.90	)	(96.06	)	(228.14	)	(193.61	)
Diluted earnings per common share	$	152.49		81.78		191.84		140.41

NOTE15–BUSINESSSEGMENTRESULTS

The Company’s business segment is First Bank. The reportable business segment is consistent with the management structure of the Company, 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 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 and small business lending. Other financial services include mortgage banking, debit cards, brokerage services, internet banking, remote deposit, mobile banking, ATMs, telephone banking, safe deposit boxes, and trust and private banking services. The revenues generated by First Bank and its subsidiaries consist primarily of interest income generated from the loan and investment security portfolios, service charges and fees generated from deposit products and services, and fees generated by the Company’s mortgage

33

banking and trust and private banking business units. The Company’s products and services are offered to customers primarily within its geographic areas, which include eastern Missouri, southern Illinois, southern and northern California, and Florida’s Bradenton, Palmetto and Longboat Key communities. Certain loan products are available nationwide.

The business segment results are consistent with the Company’s internal reporting system and, in all material respects, with GAAP and practices predominant in the banking industry. The business segment results are summarized as follows:

	First Bank			Corporate, Other and Intercompany Reclassifications				ConsolidatedTotals
	June 30, 2013		December 31, 2012	June 30, 2013		December 31, 2012		June 30, 2013	December 31, 2012
	(dollars expressed in thousands)
Balance sheet information:
Investment securities	$	2,504,715	2,675,280	—		—		2,504,715	2,675,280
Total loans	2,820,949		2,930,747	—		—		2,820,949	2,930,747
FRB and FHLB stock	27,674		27,329	—		—		27,674	27,329
Goodwill	107,267		125,267	—		—		107,267	125,267
Assets of discontinued operations	39,006		6,706	—		—		39,006	6,706
Total assets	6,202,250		6,495,226	14,668		13,900		6,216,918	6,509,126
Deposits	4,824,797		5,495,624	(2,511	)	(2,777	)	4,822,286	5,492,847
Other borrowings	35,228		26,025	—		—		35,228	26,025
Subordinated debentures	—		—	354,172		354,133		354,172	354,133
Liabilities of discontinued operations	550,683		155,711	—		—		550,683	155,711
Stockholders’ equity	739,406		751,252	(468,607	)	(451,293	)	270,799	299,959

	First Bank					Corporate, Other and Intercompany Reclassifications				Consolidated Totals
	Three Months Ended					Three Months Ended				Three Months Ended
	June 30,					June 30,				June 30,
	2013			2012		2013		2012		2013		2012
	(dollars expressed in thousands)
Income statement information:
Interest income	$	43,732		51,142		—		—		43,732		51,142
Interest expense	2,244			3,934		3,731		3,681		5,975		7,615
Net interest income (loss)	41,488			47,208		(3,731	)	(3,681	)	37,757		43,527
Provision for loan losses	—			—		—		—		—		—
Net interest income (loss) after provision for loan losses	41,488			47,208		(3,731	)	(3,681	)	37,757		43,527
Noninterest income	18,831			15,746		112		109		18,943		15,855
Noninterest expense	44,025			49,497		118		368		44,143		49,865
Income (loss) from continuing operations before (benefit) provision for income taxes	16,294			13,457		(3,737	)	(3,940	)	12,557		9,517
(Benefit) provision for income taxes	(128		)	(351	)	(217	)	472		(345	)	121
Net income (loss) from continuing operations, net of tax	16,422			13,808		(3,520	)	(4,412	)	12,902		9,396
Loss from discontinued operations, net of tax	(3,334		)	(2,273	)	—		—		(3,334	)	(2,273	)
Net income (loss)	13,088			11,535		(3,520	)	(4,412	)	9,568		7,123
Net income (loss) attributable to noncontrolling interest in subsidiary	105			(385	)	—		—		105		(385	)
Net income (loss) attributable to First Banks, Inc.	$	12,983		11,920		(3,520	)	(4,412	)	9,463		7,508

34

	First Bank					Corporate, Other and Intercompany Reclassifications				Consolidated Totals
	Six Months Ended					Six Months Ended				Six Months Ended
	June 30,					June 30,				June 30,
	2013			2012		2013		2012		2013		2012
	(dollars expressed in thousands)
Income statement information:
Interest income	$	87,718		102,986		—		21		87,718		103,007
Interest expense	4,717			8,405		7,407		7,364		12,124		15,769
Net interest income (loss)	83,001			94,581		(7,407	)	(7,343	)	75,594		87,238
Provision for loan losses	—			2,000		—		—		—		2,000
Net interest income (loss) after provision for loan losses	83,001			92,581		(7,407	)	(7,343	)	75,594		85,238
Noninterest income	34,115			32,698		223		181		34,338		32,879
Noninterest expense	87,888			98,650		302		709		88,190		99,359
Income (loss) from continuing operations before provision (benefit) for income taxes	29,228			26,629		(7,486	)	(7,871	)	21,742		18,758
Provision (benefit) for income taxes	20			(219	)	—		435		20		216
Net income (loss) from continuing operations, net of tax	29,208			26,848		(7,486	)	(8,306	)	21,722		18,542
Loss from discontinued operations, net of tax	(5,398		)	(4,581	)	—		—		(5,398	)	(4,581	)
Net income (loss)	23,810			22,267		(7,486	)	(8,306	)	16,324		13,961
Net income (loss) attributable to noncontrolling interest in subsidiary	151			(445	)	—		—		151		(445	)
Net income (loss) attributable to First Banks, Inc.	$	23,659		22,712		(7,486	)	(8,306	)	16,173		14,406

NOTE16–TRANSACTIONSWITHRELATEDPARTIES

First Services, L.P. First Services, L.P. (First Services), a limited partnership indirectly owned by the Company’s Chairman and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, provides information technology, item processing and various related services to the Company and First Bank. Fees paid under agreements with First Services were $4.9 million and $9.9 million for the three and six months ended June 30, 2013, respectively, and $5.5 million and $11.2 million for the comparable periods in 2012. First Services leases information technology and other equipment from First Bank. First Services paid First Bank rental fees for the use of such equipment of $293,000 and $537,000 during the three and six months ended June 30, 2013, respectively, and $351,000 and $701,000 for the comparable periods in 2012. In addition, First Services paid $436,000 and $871,000 for the three and six months ended June 30, 2013, respectively, and $462,000 and $924,000 for the comparable periods in 2012, in rental payments to First Bank for occupancy of certain First Bank premises from which business is conducted.

First Services has an Affiliate Services Agreement with the Company and First Bank that relates to various services provided to First Services, including certain human resources, payroll, employee benefit and training services, insurance services and vendor payment processing services. Fees accrued under the Affiliate Services Agreement by First Services were $45,000 and $91,000 for the three and six months ended June 30, 2013, respectively, and $44,000 and $89,000 for the comparable periods in 2012.

First Brokerage America, L.L.C. First Brokerage America, L.L.C. (First Brokerage), a limited liability company indirectly owned by the Company’s Chairman and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, received $1.2 million and $2.4 million for the three and six months ended June 30, 2013, respectively, and $1.2 million and $2.4 million for the comparable periods in 2012, in gross commissions paid by unaffiliated third-party companies. The commissions received primarily resulted from sales of annuities, securities and other insurance products to customers of First Bank. First Brokerage paid $131,000 and $245,000 for the three and six months ended June 30, 2013, respectively, and $130,000 and $225,000 for the comparable periods in 2012, to First Bank in rental payments for occupancy of certain First Bank premises from which brokerage business is conducted.

Dierbergs Markets, Inc. First Bank leases certain of its in-store branch offices and automated teller machine (ATM) sites from Dierbergs Markets, Inc., a grocery store chain headquartered in St. Louis, Missouri that is owned and operated by the brother of the Company’s Chairman and members of his immediate family. Total rent expense incurred by First Bank under the lease obligation contracts was $122,000 and $244,000 for the three and six months ended June 30, 2013, respectively, and $120,000 and $244,000 for the comparable periods in 2012.

First Capital America, Inc. / FB Holdings, LLC. The Company formed FB Holdings, a limited liability company organized in the state of Missouri, in May 2008. FB Holdings operates as a majority-owned subsidiary of First Bank and was formed for the primary purpose of holding and managing certain nonperforming loans and assets to allow the liquidation of such assets at a time that was more economically advantageous to First Bank and to permit an efficient vehicle for the investment of additional capital by the Company’s sole owner of its Class A and Class B preferred stock. First Bank contributed cash of $9.0 million and

35

nonperforming loans and assets with a fair value of approximately $133.3 million and FCA contributed cash of $125.0 million to FB Holdings during 2008. As a result, First Bank owned 53.23% and FCA owned the remaining 46.77% of FB Holdings as of June 30, 2013. The contribution of cash by FCA is reflected as a component of stockholders’ equity in the consolidated balance sheets and, consequently, increased the Company’s and First Bank’s regulatory capital ratios under then-existing regulatory guidelines, subject to certain limitations.

FB Holdings receives various services provided by First Bank, including loan servicing and special assets services as well as various other financial, legal, human resources and property management services. Fees paid under the agreement by FB Holdings to First Bank were $7,000 and $16,000 for the three and six months ended June 30, 2013, respectively, and $36,000 and $78,000 for the comparable periods in 2012.

Investors of America Limited Partnership. On March 20, 2013, the Company entered into a $5.0 million Credit Agreement with Investors of America, LP, as further described in Note 8 to the consolidated financial statements. Investors of America, LP is a Nevada limited partnership that was created by and for the benefit of the Company’s Chairman and members of his immediate family. There have been no balances outstanding under the Credit Agreement since its inception.

Loans to Directors and/or their Affiliates. First Bank has had in the past, and may have in the future, loan transactions in the ordinary course of business with its directors and/or their affiliates. These loan transactions have been made 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 collectability or present other unfavorable features. Loans to directors, their affiliates and executive officers of the Company were $15.1 million and $9.1 million at June 30, 2013 and December 31, 2012, respectively. First Bank does not extend credit to its officers or to officers of the Company, 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.

Depositary Accounts of Directors and/or their Affiliates. Certain directors and/or their affiliates maintain funds on deposit with First Bank in the ordinary course of business. These deposit transactions include demand, savings and time accounts, and have been established on the same terms, including interest rates, as those prevailing at the time for comparable transactions with unaffiliated persons.

NOTE17–CONTINGENTLIABILITIES

In the ordinary course of business, the Company and its subsidiaries become involved in legal proceedings, including litigation arising out of the Company’s efforts to collect outstanding loans. It is not uncommon for collection efforts to lead to so-called “lender liability” suits in which borrowers may assert various claims against the Company. From time to time, the Company is party to other legal matters arising in the normal course of business. While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at very early stages of the legal process. The Company records a loss accrual for all legal matters for which it deems a loss is probable and can be reasonably estimated. Management, after consultation with legal counsel, believes the ultimate resolution of these existing proceedings is not reasonably likely to have a material adverse effect on the business, financial condition or results of operations of the Company and/or its subsidiaries and the range of possible additional loss in excess of amounts accrued is not material.

The Company and First Bank have entered into agreements with the FRB and MDOF, as further described in Note 11 to the consolidated financial statements.

36

ITEM2–MANAGEMENT’SDISCUSSION ANDANALYSIS OFFINANCIALCONDITION ANDRESULTS OFOPERATIONS

Forward-Looking Statements and Factors that Could Affect Future Results

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 and earnings including the ability of the Company to remain profitable, and 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, the following factors whose order is not indicative of likelihood or significance of impact:

• Our ability to raise sufficient capital, absent the successful completion of all or a significant portion of our Capital Plan, as further discussed under “Overview – Capital Plan;”

• Our ability to maintain capital at levels necessary or desirable to support our operations;

• The risks associated with implementing our business strategy, including our ability to preserve and access sufficient capital to continue to execute our strategy;

• Regulatory actions that impact First Banks, Inc. and First Bank, including the regulatory agreements entered into among First Banks, Inc., First Bank, the Federal Reserve Bank of St. Louis and the State of Missouri Division of Finance, as further discussed under “Overview – Regulatory Agreements;”

• Our ability to comply with the terms of an agreement with our regulators pursuant to which we have agreed to take certain corrective actions to improve our financial condition and results of operations;

• The effects of and changes in trade and monetary and fiscal policies and laws, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board of Governors and the U.S. Treasury’s Capital Purchase Program and Troubled Asset Relief Program authorized by the Emergency Economic Stabilization Act of 2008;

• The risks associated with the high concentration of commercial real estate loans in our loan portfolio;

• The decline in commercial and residential real estate sales volume and the likely potential for continuing lack of liquidity in the real estate markets;

• The uncertainties in estimating the fair value of developed real estate and undeveloped land in light of reduced market demand for such assets and a general lack of liquidity in the real estate markets;

• Negative developments and disruptions in the credit and lending markets, including the impact of the adverse credit crisis on our business and on the businesses of our customers as well as other banks and lending institutions with which we have commercial relationships;

• The appropriateness of our allowance for loan losses to absorb the amount of actual losses inherent in our existing loan portfolio;

• The accuracy of assumptions underlying the establishment of our allowance for loan losses and the estimation of values of collateral or cash flow projections and the potential resulting impact on the carrying value of various financial assets and liabilities;

• Credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio including certain large individual loans;

• Possible changes in the creditworthiness of customers and the possible impairment of collectability of loans;

• Liquidity risks;

• Inaccessibility of funding sources on the same or similar terms on which we have historically relied if we are unable to maintain sufficient capital ratios;

• Implementation of the Basel III regulatory capital reforms and changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act will include significant changes to bank capital, leverage and liquidity requirements, as further discussed under “Overview – Basel III Regulatory Capital Reforms;”

• The ability to successfully acquire low cost deposits or alternative funding;

• The effects of increased Federal Deposit Insurance Corporation deposit insurance assessments;

• The effects of the expiration of unlimited Federal Deposit Insurance Corporations deposit insurance on noninterest-bearing transaction accounts over the $250,000 maximum available to depositors;

• Changes in consumer spending, borrowings and savings habits;

• The ability of First Bank to pay dividends to its parent holding company;

37

• Our ability to pay cash dividends on our preferred stock and interest on our junior subordinated debentures;

• High unemployment and the resulting impact on our customers’ savings rates and their ability to service debt obligations;

• Possible changes in interest rates may increase our funding costs and reduce earning asset yields, thus reducing our margins;

• The impact of possible future goodwill and other material impairment charges;

• The ability to attract and retain senior management experienced in the banking and financial services industry;

• Changes in the economic environment, competition, or other factors that may influence loan demand, deposit flows, the quality of our loan portfolio and loan and deposit pricing;

• The impact on our financial condition of unknown and/or unforeseen liabilities arising from legal or administrative proceedings;

• 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;

• Possible changes in general economic and business conditions in the United States in general and particularly in the communities and market segments we serve;

• Volatility and disruption in national and international financial markets;

• Government intervention in the U.S. financial system;

• The impact of laws and regulations applicable to us and changes therein;

• The impact of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;

• The impact of litigation generally and specifically arising out of our efforts to collect outstanding customer loans;

• 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 and credit default risk;

• 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 or an interruption or breach in security of our information systems.

Actual events or our actual future results may differ materially from any forward-looking statement due to these and other risks, uncertainties and significant factors. For a discussion of these and other risk factors that may impact these forward-looking statements, please refer to our 2012 Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission on March 26, 2013. We wish to caution readers of this Quarterly Report on Form 10-Q that the foregoing list of important factors may not be all-inclusive and specifically decline to undertake any obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 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 undue reliance on these statements.

OVERVIEW AND RECENT DEVELOPMENTS

We, or the Company, are a registered bank holding company incorporated in Missouri in 1978 and headquartered in St. Louis, Missouri. We operate through our wholly owned subsidiary bank holding company, The San Francisco Company, or SFC, headquartered in St. Louis, Missouri, and SFC’s wholly owned subsidiary bank, First Bank, also headquartered in St. Louis, Missouri. First Bank operates through its branch banking offices and subsidiaries: First Bank Business Capital, Inc.; FB Holdings, LLC, or FB Holdings; Small Business Loan Source LLC, or SBLS LLC; ILSIS, Inc.; FBIN, Inc.; SBRHC, Inc.; HVIIHC, Inc.; FBSA Missouri, Inc.; FBSA California, Inc.; NT Resolution Corporation; and LC Resolution Corporation. First Bank’s subsidiaries are wholly owned at June 30, 2013 except for FB Holdings, which is 53.23% owned by First Bank and 46.77% owned by First Capital America, Inc., or FCA, a corporation owned and operated by the Company’s Chairman of the Board and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, as further described in Note 16 to our consolidated financial statements.

First Bank currently operates 131 branch banking offices in California, Florida, Illinois and Missouri. Through First Bank, we offer a broad range of financial services, including commercial and personal deposit products, commercial and consumer lending, and many other financial products and services.

38

Discontinued Operations. The assets and liabilities associated with the transactions described (and defined) below were previously reported in the First Bank segment and were sold or will be sold as part of our Capital Optimization Plan, or Capital Plan. We have applied discontinued operations accounting in accordance with Accounting Standards Codification™, or ASC, Topic 205-20, “Presentation of Financial Statements - Discontinued Operations,” to the assets and liabilities associated with our Association Bank Services line of business as of June 30, 2013, to the assets and liabilities associated with our Northern Florida Region as of December 31, 2012, and to the operations of our Association Bank Services line of business and our Northern Florida Region for the three and six months ended June 30, 2013 and 2012, as applicable. All financial information in this Quarterly Report on Form 10-Q is reported on a continuing operations basis, unless otherwise noted. See Note 2 to our consolidated financial statements for further discussion regarding discontinued operations.

Association Bank Services. On May 13, 2013, First Bank entered into a Purchase and Assumption Agreement that provides for the sale of certain assets and the transfer of certain liabilities, primarily deposits, of First Bank's Association Bank Services, or ABS, line of business, to Union Bank, N.A., or Union Bank, headquartered in San Francisco, California, as further described in Note 2 to our consolidated financial statements. ABS, headquartered in Vallejo, California, provides a full range of services to homeowners associations and community management companies. Under the terms of the agreement, Union Bank will assume approximately $550.6 million of deposits and will pay a premium on certain deposit accounts to be acquired in the transaction, which will be determined based on the average amount of certain deposits within ABS for the thirty (30) days prior to the closing date. Union Bank will also acquire certain assets, including loans of approximately $20.8 million at par value. Regulatory approval of the transaction was received on July 15, 2013, and subject to satisfaction of other customary closing conditions, the transaction is expected to close during the fourth quarter of 2013. The assets and liabilities associated with ABS are reflected in assets and liabilities of discontinued operations in the consolidated balance sheets as of June 30, 2013. First Bank expects to record a gain on the transaction of approximately $26.0 million, after the estimated write-off of goodwill of $18.0 million allocated to the ABS line of business.

Northern Florida Region. On November 21, 2012, we entered into a Branch Purchase and Assumption Agreement that provided for the sale of certain assets and the transfer of certain liabilities associated with eight of our retail branches located in Pinellas County, Florida to HomeBanc National Association, or HomeBanc, headquartered in Lake Mary, Florida. The transaction was completed on April 19, 2013, as further described in Note 2 to our consolidated financial statements. Under the terms of the agreement, HomeBanc assumed approximately $120.3 million of deposits, purchased the premises and equipment, and assumed the leases associated with these eight retail branches. The transaction resulted in a gain of $394,000, after the write-off of goodwill of $700,000 allocated to the Northern Florida Region, during the second quarter of 2013.

Furthermore, on April 5, 2013, we closed our remaining three retail branches in Northern Florida, as further described in Note 2 to our consolidated financial statements. The closure of these three retail branches resulted in expense of $2.3 million during the second quarter of 2013 attributable to continuing obligations under facility leasing arrangements.

The eight branches sold and the three branches closed are collectively defined as the Northern Florida Region. The assets and liabilities associated with the Northern Florida Region were reflected in assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2012. We intend to continue to hold and operate our eight retail branches in the Manatee County communities of Bradenton, Palmetto and Longboat Key, Florida.

Sale of Class C Fixed Rate Cumulative Perpetual Preferred Stock and Class D Fixed Rate Cumulative Perpetual Preferred Stock by the United States Department of the Treasury. On August 1, 2013, the United States Department of the Treasury, or U.S. Treasury, closed its initial auction of our Class C Fixed Rate Cumulative Perpetual Preferred Stock, or Class C Preferred Stock, and our Class D Fixed Rate Cumulative Perpetual Preferred Stock, or Class D Preferred Stock,to unaffiliated third party investors in a private transaction. The preliminary results of the auction indicate that the U.S. Treasury expects to sell approximately 96.0% of our Class C Preferred Stock and all of our Class D Preferred Stock, and the pending sale is expected to be completed on August 12, 2013. The Company will not receive any proceeds from the sale and the sale will have no effect on the terms of the outstanding Class C Preferred Stock and Class D Preferred Stock, including the Company's obligation to satisfy accrued and unpaid dividends prior to the payment of any dividend or other distribution to holders of junior or parity stock, including the Company's common stock, Class A Convertible Adjustable Rate Preferred Stock and Class B Non-Convertible Adjustable Rate Preferred Stock, and an increase in the dividend rate from 5% to 9%, commencing with the dividend payment date of February 15, 2014. Further, the sale of the Class C Preferred Stock and the Class D Preferred Stock will have no effect on the Company's regulatory capital, financial condition or results of operations.

Final Basel III Capital Rule. On July 3, 2013, the Board of Governors of the Federal Reserve System, or Federal Reserve, adopted a final rule, Regulatory Capital Rules: Regulatory Capital, Implementation of Basel III, Capital Adequacy, Transition Provisions, Prompt Corrective Action, Standardized Approach for Risk-weighted Assets, Market Discipline and Disclosure Requirements, Advanced Approaches Risk-Based Capital Rule, and Market Risk Capital Rule.” This final rule incorporates certain revisions to the Basel capital framework, including Basel III and other elements. The final rule increases risk-based capital requirements and makes selected changes to the calculation of risk-weighted assets. The final rule:

39

• Includes a new minimum common equity Tier 1 capital ratio of 4.5% of risk-weighted assets and raises the minimum Tier 1 capital ratio from 4.0% to 6.0% of risk-weighted assets;

• Requires institutions to maintain a capital conservation buffer composed of common equity Tier 1 capital of 2.5% above the minimum risk-based capital requirements in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers;

• Implements new constraints on the inclusion of minority interests, mortgage servicing assets, deferred tax assets and certain investments in the capital of unconsolidated financial institutions in Tier 1 capital;

• Increases risk-weightings for past-due loans, certain commercial real estate loans and some equity exposures;

• Requires trust preferred securities and cumulative perpetual preferred stock to be phased out of Tier 1 capital for banks with assets greater than $15.0 billion as of December 31, 2009; and

• Allows non-advanced banking organizations, such as us, a one-time option to filter certain accumulated other comprehensive income components, such as unrealized gains and losses on available-for-sale investment securities, out of regulatory capital.

The final rule becomes effective for us on January 1, 2015. We are evaluating the impact the final Basel III capital rule may have on our regulatory capital levels and capital planning strategies.

Regulatory Agreements. On March 24, 2010, the Company, SFC and First Bank entered into a Written Agreement, or Agreement, with the Federal Reserve Bank of St. Louis, or FRB, requiring the Company and First Bank to take certain steps intended to improve their overall financial condition. Pursuant to the Agreement, the Company prepared and filed with the FRB a number of specific plans designed to strengthen and/or address the following matters: (i) board oversight over the management and operations of the Company and First Bank; (ii) credit risk management practices; (iii) lending and credit administration policies and procedures; (iv) asset improvement; (v) capital; (vi) earnings and overall financial condition; and (vii) liquidity and funds management.

The Agreement requires, among other things, that the Company and First Bank obtain prior approval from the FRB in order to pay dividends. In addition, the Company must obtain prior approval from the FRB to: (i) take any other form of payment from First Bank representing a reduction in capital of First Bank; (ii) make any distributions of interest, principal or other sums on junior subordinated debentures or trust preferred securities; (iii) incur, increase or guarantee any debt; or (iv) purchase or redeem any shares of the Company's stock. Pursuant to the terms of the Agreement, the Company and First Bank submitted a written plan to the FRB to maintain sufficient capital at the Company, on a consolidated basis, and at First Bank, on a standalone basis. In addition, the Agreement also provides that the Company and First Bank must notify the FRB if the regulatory capital ratios of either entity fall below those set forth in the capital plans that were accepted by the FRB, and specifically if First Bank falls below the criteria for being well capitalized under the regulatory framework for prompt corrective action. The Company must also notify the FRB before appointing any new directors or senior executive officers or changing the responsibilities of any senior executive officer position. The Agreement also requires the Company and First Bank to comply with certain restrictions regarding indemnification and severance payments. The Agreement is specifically enforceable by the FRB in court.

The Company and First Bank must furnish periodic progress reports to the FRB regarding compliance with the Agreement. As of the date of this filing, the Company and First Bank have provided progress reports and other reports, as required under the Agreement. The Company and First Bank have received, and may receive in the future, additional requests from the FRB regarding compliance with the Agreement, which may include, but are not limited to, updates and modifications to the Company's Asset Quality Improvement, Profit Improvement and Capital Plans. Management has responded promptly to any such requests and intends to do so in the future. The Agreement will remain in effect until stayed, modified, terminated or suspended by the FRB.

Prior to entering into the Agreement on March 24, 2010, the Company and First Bank had entered into a memorandum of understanding and an informal agreement, respectively, with the FRB and the State of Missouri Division of Finance, or the MDOF. Each of the agreements were characterized by regulatory authorities as informal actions that were neither published nor made publicly available by the agencies and are used when circumstances warrant a milder form of action than a formal supervisory action, such as a written agreement or cease and desist order. The informal agreement with the MDOF is still in place and there have not been any modifications thereto since its inception in September 2008.

Under the terms of the prior memorandum of understanding with the FRB, the Company agreed, among other things, to provide certain information to the FRB including, but not limited to, financial performance updates, notice of plans to materially change its fundamental business and notice to issue trust preferred securities or raise additional equity capital. In addition, the Company agreed not to pay any dividends on its common or preferred stock or make any distributions of interest or other sums on its trust preferred securities without the prior approval of the FRB.

First Bank, under its informal agreement with the MDOF and the FRB, agreed to, among other things, prepare and submit plans and reports to the agencies regarding certain matters including, but not limited to, the performance of First Bank's loan portfolio. In addition, First Bank agreed not to declare or pay any dividends or make certain other payments without the prior consent of

40

the MDOF and the FRB and to maintain a Tier 1 capital to total assets ratio of no less than 7.00%. As further described in Note 11 to our consolidated financial statements, First Bank's Tier 1 capital to total assets ratio was 9.98% at June 30, 2013.

While the Company and First Bank intend to take such actions as may be necessary to comply with the requirements of the Agreement with the FRB and informal agreement with the MDOF, there can be no assurance that the Company and First Bank will be able to comply fully with the requirements of the Agreement or that First Bank will be able to comply fully with the provisions of the informal agreement, that compliance with the Agreement and the informal agreement will not be more time consuming or more expensive than anticipated, that compliance with the Agreement and the informal agreement will enable the Company and First Bank to maintain profitable operations, or that efforts to comply with the Agreement and the informal agreement will not have adverse effects on the operations and financial condition of the Company or First Bank. If the Company or First Bank is unable to comply with the terms of the Agreement or the informal agreement, respectively, the Company and First Bank could become subject to various requirements limiting our ability to develop new business lines, mandating additional capital, and/or requiring the sale of certain assets and liabilities. Failure of the Company or First Bank to meet these conditions could lead to further enforcement action by the regulatory agencies. The terms of any such additional regulatory actions, orders or agreements could have a materially adverse effect on our business, financial condition or results of operations.

Capital Plan. We have been working since the beginning of 2008 to strengthen our capital ratios and improve our financial performance. Additionally, on August 10, 2009, we announced the adoption of our Capital Optimization Plan, designed to improve our capital ratios and financial performance through certain divestiture activities, asset reductions and expense reductions. We adopted our Capital Plan in order to, among other things, preserve our regulatory capital. A summary of the primary initiatives completed as of June 30, 2013 is shown in the table below. See Note 2 to our consolidated financial statements for a discussion of initiatives associated with our Capital Plan that were completed, or are in the process of completion, during the six months ended June 30, 2013 and 2012.

	Gain (Loss) on Sale			Decrease in Intangible Assets	Decrease in Risk-Weighted Assets	Total Regulatory Capital Benefit(1)
	(dollars expressed in thousands)
Sale of Northern Florida Region	$	394		700	3,400	1,400
Reduction in other risk-weighted assets	—			—	18,100	1,600
Total 2013 capital initiatives	$	394		700	21,500	3,000
Reduction in other risk-weighted assets	$	—		—	287,700	25,200
Total 2012 capital initiatives	$	—		—	287,700	25,200
Sale of remaining Northern Illinois Region	$	425		1,558	33,800	4,900
Sale of Edwardsville branch	263			500	1,400	900
Reduction in other risk-weighted assets	—			—	877,900	76,800
Total 2011 capital initiatives	$	688		2,058	913,100	82,600
Partial sale of Northern Illinois Region	$	6,355		9,683	141,800	28,500
Sale of Texas Region	4,984			19,962	116,300	35,100
Sale of Missouri Valley Partners, Inc.	(156		)	—	800	(100	)
Sale of Chicago Region	8,414			26,273	342,600	64,700
Sale of Lawrenceville branch	168			1,000	11,400	2,200
Reduction in other risk-weighted assets	—			—	2,111,400	184,700
Total 2010 capital initiatives	$	19,765		56,918	2,724,300	315,100
Sale of WIUS, Inc. loans	$	(13,077	)	19,982	146,700	19,700
Sale of restaurant franchise loans	(1,149		)	—	64,400	4,500
Sale of asset-based lending loans	(6,147		)	—	119,300	4,300
Sale of Springfield branch	309			1,000	900	1,400
Sale of Adrian N. Baker & Company	120			13,013	1,300	13,200
Reduction in other risk-weighted assets	—			—	1,580,400	138,300
Total 2009 capital initiatives	$	(19,944	)	33,995	1,913,000	181,400
Total completed capital initiatives	$	903		93,671	5,859,600	607,300

____________________

(1) Calculated as the sum of the gain (loss) on sale plus the reduction in intangible assets plus 8.75% of the reduction in risk-weighted assets.

In addition to the action items identified above with respect to our Capital Plan, we are also focused on the following actions which, if consummated, would further improve our regulatory capital ratios and/or result in a reduction of our risk-weighted assets:

• Successful implementation of the action items contained within our Performance Enhancement Plan;

• Reduction in the overall level of our nonperforming assets and potential problem loans;

• Sale, merger or closure of individual branches or selected branch groupings; and

41

• Exploration of possible capital planning strategies to increase the overall level of Tier 1 regulatory capital at our holding company.

We believe the successful completion of our Capital Plan would substantially improve our capital position. However, no assurance can be made that we will be able to successfully complete all, or any portion, of our Capital Plan, or that our Capital Plan will not be materially modified in the future. Our decision to implement the Capital Plan reflects the adverse effect that the severe downturn in the commercial and residential real estate markets has had on our financial condition and results of operations. If we are not able to successfully complete substantially all of our Capital Plan, our business, financial condition, including regulatory capital ratios, and results of operations may be materially and adversely affected and our ability to withstand continued adverse economic uncertainty could be threatened.

RESULTS OFOPERATIONS

Overview. We recorded net income, including discontinued operations, of $9.5 million and $16.2 million for the three and six months ended June 30, 2013, respectively, compared to $7.5 million and $14.4 million for the comparable periods in 2012. Our results of operations reflect the following:

• Net interest income of $37.8 million and $75.6 million for the three and six months ended June 30, 2013, respectively, compared to $43.5 million and $87.2 million for the comparable periods in 2012, which contributed to a decline in our net interest margin to 2.61% and 2.60% for the three and six months ended June 30, 2013, respectively, compared to 2.84% and 2.86% for the comparable periods in 2012;

• A provision for loan losses of zero for the three and six months ended June 30, 2013, compared to a provision for loan losses of zero and $2.0 million for the three and six months ended June 30, 2012;

• Noninterest income of $18.9 million and $34.3 million for the three and six months ended June 30, 2013, respectively, compared to $15.9 million and $32.9 million for the comparable periods in 2012;

• Noninterest expense of $44.1 million and $88.2 million for the three and six months ended June 30, 2013, respectively, compared to $49.9 million and $99.4 million for the comparable periods in 2012;

• A benefit for income taxes of $345,000 for the three months ended June 30, 2013 and a provision for income taxes of $20,000 for the six months ended June 30, 2013, compared to a provision for income taxes of $121,000 and $216,000 for the comparable periods in 2012;

• A net loss from discontinued operations, net of tax, of $3.3 million and $5.4 million for the three and six months ended June 30, 2013, respectively, compared to a net loss from discontinued operations, net of tax, of $2.3 million and $4.6 million for the comparable periods in 2012; and

• Net income attributable to noncontrolling interest in subsidiary of $105,000 and $151,000 for the three and six months ended June 30, 2013, respectively, compared to a net loss attributable to noncontrolling interest in subsidiary of $385,000 and $445,000 for the comparable periods in 2012.

42

Net Interest Income and Average Balance Sheets. The primary source of our income is net interest income. The following table sets forth, on a tax-equivalent basis, certain information on a continuing operations basis relating to our average balance sheets, and reflects the average yield earned on our interest-earning assets, the average cost of our interest-bearing liabilities and the resulting net interest income for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,											Six Months Ended June 30,
	2013						2012					2013						2012
	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense	Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense	Yield/ Rate
	(dollars expressed in thousands)
ASSETS
Interest-earning assets:
Loans (1)(2)(3)	$	2,803,647	29,898		4.28	%	$	3,071,922	36,124	4.73	%	$	2,824,538	60,084		4.29	%	$	3,127,778	73,859	4.75	%
Investment securities (3)	2,632,086		13,351		2.03		2,744,615		14,657	2.15		2,649,872		26,634		2.03		2,635,951		28,270	2.16
FRB and FHLB stock	27,593		307		4.46		26,115		223	3.43		27,537		610		4.47		26,453		560	4.26
Short-term investments	352,411		223		0.25		327,746		206	0.25		376,097		485		0.26		364,469		459	0.25
Total interest-earning assets	5,815,737		43,779		3.02		6,170,398		51,210	3.34		5,878,044		87,813		3.01		6,154,651		103,148	3.37
Nonearning assets	410,873						404,241					413,804						410,256
Assets of discontinued operations	41,567						50,343					44,021						51,109
Total assets	$	6,268,177					$	6,624,982				$	6,335,869					$	6,616,016
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand	$	640,108	74		0.05	%	$	615,078	104	0.07	%	$	643,614	150		0.05	%	$	609,351	213	0.07	%
Savings and money market	1,843,567		632		0.14		1,932,588		945	0.20		1,851,003		1,267		0.14		1,943,014		2,000	0.21
Time deposits of $100 or more	394,330		573		0.58		495,112		1,063	0.86		406,105		1,229		0.61		506,338		2,261	0.90
Other time deposits	730,940		978		0.54		883,738		1,800	0.82		747,172		2,081		0.56		906,300		3,885	0.86
Total interest-bearing deposits	3,608,945		2,257		0.25		3,926,516		3,912	0.40		3,647,894		4,727		0.26		3,965,003		8,359	0.42
Other borrowings	33,195		(15	)	(0.18	)	36,043		20	0.22		30,460		(12	)	(0.08	)	37,736		41	0.22
Subordinated debentures	354,162		3,733		4.23		354,086		3,683	4.18		354,153		7,409		4.22		354,077		7,369	4.19
Total interest-bearing liabilities	3,996,302		5,975		0.60		4,316,645		7,615	0.71		4,032,507		12,124		0.61		4,356,816		15,769	0.73
Noninterest-bearing liabilities:
Demand deposits	1,197,165						1,172,937					1,176,567						1,144,499
Other liabilities	193,309						153,239					188,754						150,319
Liabilities of discontinued operations	588,776						702,762					643,224						691,214
Total liabilities	5,975,552						6,345,583					6,041,052						6,342,848
Stockholders’ equity	292,625						279,399					294,817						273,168
Total liabilities and stockholders’ equity	$	6,268,177					$	6,624,982				$	6,335,869					$	6,616,016
Net interest income			37,804						43,595					75,689						87,379
Interest rate spread					2.42					2.63						2.40					2.64
Net interest margin (4)					2.61	%				2.84	%					2.60	%				2.86	%

____________________

(1) For purposes of these computations, nonaccrual loans are included in the average loan amounts.

(2) Interest income on loans includes loan fees.

(3) Information is presented on a tax-equivalent basis assuming a tax rate of 35%. The tax-equivalent adjustments were $47,000 and $95,000 for the three and six months ended June 30, 2013, respectively, and $68,000 and $141,000 for the comparable periods in 2012.

(4) Net interest margin is the ratio of net interest income (expressed on a tax-equivalent basis) to average interest-earning assets.

Our balance sheet is presently asset sensitive, and as such, our net interest margin has been negatively impacted by the low interest rate environment. Our asset-sensitive position, coupled with the level of our nonperforming assets, the increased level of average lower-yielding short-term investments and investment securities, the lower level of average loans and the additional interest expense accrued on our regularly scheduled deferred interest payments on our junior subordinated debentures has negatively impacted our net interest income and is expected to continue to impact the level of our net interest income in the future. We continue

43

our efforts to reduce nonperforming and potential problem loans and re-define our overall strategy and business plans with respect to our loan portfolio in light of ongoing changes in market conditions in our markets, focusing on loan growth initiatives to offset the impact of the decrease in nonaccrual loans, problem loans and other loan relationships.

Net interest income, expressed on a tax-equivalent basis, decreased to $37.8 million and $75.7 million for the three and six months ended June 30, 2013, respectively, compared to $43.6 million and $87.4 million for the comparable periods in 2012. Our net interest margin decreased23 and 26 basis points to 2.61% and 2.60% for the three and six months ended June 30, 2013, respectively, from 2.84% and 2.86% for the comparable periods in 2012. We attribute the decrease in our net interest margin and net interest income for the three and six months ended June 30, 2013, as compared to the comparable periods in 2012, to a lower average balance of interest-earning assets in addition to a significant change in the mix of our interest-earning assets, which has shifted from loans to cash and cash equivalents and investment securities, and a decrease in the average yield on loans and investment securities, partially offset by a decrease in interest-bearing liabilities and the average rate paid on our interest-bearing liabilities. The average yield earned on our interest-earning assets decreased 32 and 36 basis points to 3.02% and 3.01% for the three and six months ended June 30, 2013, respectively, compared to 3.34% and 3.37% for the comparable periods in 2012, while the average rate paid on our interest-bearing liabilities decreased 11 and 12 basis points to 0.60% and 0.61% for the three and six months ended June 30, 2013, respectively, compared to 0.71% and 0.73% for the comparable periods in 2012. Average interest-earning assets decreased $354.7 million and $276.6 million to $5.82 billion and $5.88 billion for the three and six months ended June 30, 2013, respectively, compared to $6.17 billion and $6.15 billion for the comparable periods in 2012. Average interest-bearing liabilities decreased $320.3 million and $324.3 million to $4.00 billion and $4.03 billion for the three and six months ended June 30, 2013, respectively, compared to $4.32 billion and $4.36 billion for the comparable periods in 2012. Our net interest margin is expected to continue to remain at lower levels until loan balances stabilize and consistent loan demand returns within our core markets.

Interest income on our loan portfolio, expressed on a tax-equivalent basis, decreased $6.2 million and $13.8 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Average loans decreased $268.3 million and $303.2 million to $2.80 billion and $2.82 billion for the three and six months ended June 30, 2013, respectively, from $3.07 billion and $3.13 billion for the comparable periods in 2012. The decrease in average loans primarily reflects a substantial level of loan payoffs and principal payments and the exit of certain of our problem credit relationships. The yield on our loan portfolio decreased 45 and 46 basis points to 4.28% and 4.29% for the three and six months ended June 30, 2013, respectively, from 4.73% and 4.75% for the comparable periods in 2012. The yield on our loan portfolio continues to be adversely impacted by the lower levels of prime and LIBOR interest rates, as a significant portion of our loan portfolio is priced to these indices. Furthermore, the yield on our loan portfolio continues to be adversely impacted by the higher levels of average nonaccrual loans, as further discussed under “—Loans and Allowance for Loan Losses.” Our nonaccrual loans decreased our average yield on loans by approximately 17 and 18 basis points for the three and six months ended June 30, 2013, respectively, compared to approximately 22 and 26 basis points for the comparable periods in 2012. We experienced an increase in new loan production volumes during the second quarter of 2013 and we continue to focus on loan growth initiatives to offset the impact of the decrease in nonaccrual loans, problem loans and other loan relationships in future periods.

Interest income on our investment securities, expressed on a tax-equivalent basis, decreased $1.3 million and $1.6 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Average investment securities decreased $112.5 million for the three months ended June 30, 2013, as compared to the comparable period in 2012, and increased $13.9 million for the six months ended June 30, 2013, as compared to the comparable period in 2012. Our average investment securities decreased during the three months ended June 30, 2013 as a result of the sale of certain investment securities in anticipation of the expected sale of our ABS line of business during the fourth quarter of 2013. The yield earned on our investment securities portfolio decreased 12 and 13 basis points to 2.03% and 2.03% for the three and six months ended June 30, 2013, respectively, compared to 2.15% and 2.16% for the comparable periods in 2012, reflecting the market interest rate environment during the periods.

Interest income on our short-term investments increased $17,000 and $26,000 for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Average short-term investments increased $24.7 million and $11.6 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The increase in average short-term investments reflects the utilization of funds available from the decline in our loan portfolio and sales of investment securities to increase our liquidity position in anticipation of the expected sale of our ABS line of business during the fourth quarter of 2013, partially offset by a decline in average deposit balances. The yield on our short-term investments was 0.25% and 0.26% for the three and six months ended June 30, 2013, respectively, compared to 0.25% for the comparable periods in 2012, reflecting the investment of the majority of funds in our short-term investments in our correspondent bank account with the FRB, which currently earns 0.25%. The high level of short-term investments, while necessary to complete certain transactions associated with our Capital Plan and to maintain significant balance sheet liquidity in light of uncertain economic conditions, has negatively impacted our net interest margin and will negatively impact our net interest margin in future periods until we have the opportunity to further reduce our short-term investments through deployment of such funds into other higher-yielding assets.

44

Interest expense on our interest-bearing deposits decreased $1.7 million and $3.6 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Average total deposits decreased $293.3 million and $285.0 million to $4.81 billion and $4.82 billion for the three and six months ended June 30, 2013, respectively, from $5.10 billion and $5.11 billion for the comparable periods in 2012. Average interest-bearing deposits decreased $317.6 million and $317.1 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The decrease in average interest-bearing deposits primarily reflects anticipated reductions of higher rate certificates of deposit and promotional money market deposits, partially offset by organic growth in demand deposits through deposit development programs, including marketing campaigns and enhanced product and service offerings. The mix in our deposit portfolio volumes for the three and six months ended June 30, 2013, as compared to the comparable periods in 2012, primarily reflects a shift from time deposits and savings and money market deposits to interest-bearing and noninterest-bearing demand deposits. Decreases in our average time deposits, and savings and money market deposits of $259.4 million and $92.0 million, respectively, for the six months ended June 30, 2013, as compared to the comparable period in 2012, were partially offset by increases in average interest-bearing and noninterest-bearing demand deposits of $34.3 million and $32.1 million, respectively, for the six months ended June 30, 2013, as compared to the comparable period in 2012. The aggregate weighted average rate paid on our interest-bearing deposit portfolio decreased 15 and 16 basis points to 0.25% and 0.26% for the three and six months ended June 30, 2013, respectively, from 0.40% and 0.42% for the comparable periods in 2012, reflecting the re-pricing of certificate of deposit accounts to current market interest rates upon maturity and our efforts to reduce deposit costs across our deposit portfolio, in particular promotional money market deposits. The weighted average rate paid on our time deposit portfolio declined to 0.55% and 0.58% for the three and six months ended June 30, 2013, respectively, from 0.84% and 0.87% for the comparable periods in 2012; the weighted average rate paid on our savings and money market deposit portfolio declined to 0.14% for the three and six months ended June 30, 2013, from 0.20% and 0.21%, respectively, for the comparable periods in 2012; and the weighted average rate paid on our interest-bearing demand deposits declined to 0.05% for the three and six months ended June 30, 2013, from 0.07% for the comparable periods in 2012.

Interest expense on our other borrowings decreased $35,000 and $53,000 for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Average other borrowings decreased $2.8 million and $7.3 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Average other borrowings were comprised solely of daily repurchase agreements utilized by our commercial deposit customers as an alternative deposit product in connection with cash management activities. The aggregate weighted average rate paid on our other borrowings decreased 40 and 30 basis points for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Interest expense on other borrowings also reflects the timing of interest accruals associated with uncertain tax positions.

Interest expense on our junior subordinated debentures increased $50,000 and $40,000 for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Average junior subordinated debentures were $354.2 million for the three and six months ended June 30, 2013, compared to $354.1 million for the comparable periods in 2012. The aggregate weighted average rate paid on our junior subordinated debentures increased to 4.23% and 4.22% for the three and six months ended June 30, 2013, respectively, from 4.18% and 4.19% for the comparable periods in 2012. The aggregate weighted average rates reflect additional interest expense accrued on the regularly scheduled deferred interest payments on our junior subordinated debentures of $674,000 and $1.3 million for the three and six months ended June 30, 2013, respectively, compared to $486,000 and $926,000 for the comparable periods in 2012, as further discussed in Note 9 to our consolidated financial statements. The additional interest expense accrued on the regularly scheduled deferred interest payments increased the weighted average rate paid on our junior subordinated debentures by approximately 76 and 74 basis points for the three and six months ended June 30, 2013, respectively, compared to 55 and 53 basis points for the comparable periods in 2012. The increase in additional interest expense accrued on the regularly scheduled deferred interest payments was partially offset by a decline in LIBOR rates, as approximately 79.4% of our junior subordinated debentures are variable rate.

Rate / Volume. The following table indicates, on a tax-equivalent basis, the changes in interest income and interest expense on a continuing basis that are attributable to changes in average volume and changes in average rates, for the three and six months ended June 30, 2013, as compared to the three and six months ended June 30, 2012. The change in interest due to the combined rate/volume variance has been allocated to rate and volume changes in proportion to the dollar amounts of the change in each.

45

	Increase (Decrease) Attributable to Change in:
	Three Months Ended June 30, 2013 Compared to 2012							Six Months Ended June 30, 2013 Compared to 2012
	Volume			Rate		Net Change		Volume		Rate		Net Change
	(dollars expressed in thousands)
Interest earned on:
Loans (1) (2) (3)	$	(2,982	)	(3,244	)	(6,226	)	(6,893	)	(6,882	)	(13,775	)
Investment securities (3)	(607		)	(699	)	(1,306	)	101		(1,737	)	(1,636	)
FRB and FHLB stock	13			71		84		23		27		50
Short-term investments	17			—		17		12		14		26
Total interest income	(3,559		)	(3,872	)	(7,431	)	(6,757	)	(8,578	)	(15,335	)
Interest paid on:
Interest-bearing demand deposits	4			(34	)	(30	)	10		(73	)	(63	)
Savings and money market deposits	(42		)	(271	)	(313	)	(91	)	(642	)	(733	)
Time deposits	(456		)	(856	)	(1,312	)	(1,007	)	(1,829	)	(2,836	)
Other borrowings	(1		)	(34	)	(35	)	(7	)	(46	)	(53	)
Subordinated debentures	1			49		50		1		39		40
Total interest expense	(494		)	(1,146	)	(1,640	)	(1,094	)	(2,551	)	(3,645	)
Net interest income	$	(3,065	)	(2,726	)	(5,791	)	(5,663	)	(6,027	)	(11,690	)

____________________

(1) For purposes of these computations, nonaccrual loans are included in the average loan amounts.

(2) Interest income on loans includes loan fees.

(3) Information is presented on a tax-equivalent basis assuming a tax rate of 35%.

Net interest income, expressed on a tax-equivalent basis, decreased $5.8 million and $11.7 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012, and reflects decreases due to volume of $3.1 million and $5.7 million, respectively, and decreases due to rate of $2.7 million and $6.0 million, respectively. The decrease in net interest income, expressed on a tax-equivalent basis, for the six months ended June 30, 2013, as compared to the comparable period in 2012, due to volume was primarily driven by a decrease in the volume of loans, partially offset by a decrease in the volume of interest-bearing deposits. The decrease in loans is further discussed under “—Loans and Allowance for Loan Losses.” The decrease in net interest income, expressed on a tax-equivalent basis, due to rate was primarily driven by a decrease in our loan and investment securities yields, reflective of overall market conditions and competition during these periods, partially offset by a decline in the cost of our interest-bearing deposits.

Provision for Loan Losses. We did not record a provision for loan losses for the three and six months ended June 30, 2013. We recorded a provision for loan losses of zero and $2.0 million for the three and six months ended June 30, 2012, respectively. The decrease in the provision for loan losses for the six months ended June 30, 2013, as compared to the comparable period in 2012, was primarily driven by the continued decrease in our overall level of nonaccrual loans and potential problem loans, a decrease in net loan charge-offs and less severe asset migration to classified asset categories during the first six months of2013 than the migration levels experienced during the first six months of2012, as further discussed under “—Loans and Allowance for Loan Losses.”

Our nonaccrual loans were $89.0 million at June 30, 2013, compared to $102.2 million at March 31, 2013, $109.9 million at December 31, 2012 and $150.4 million at June 30, 2012, reflecting a 40.8% decrease in nonaccrual loans year-over-year. The decrease in the overall level of nonaccrual loans was primarily driven by resolution of certain nonaccrual loans, gross loan charge-offs, and transfers to other real estate and repossessed assets exceeding net additions to nonaccrual loans, as further discussed under “—Loans and Allowance for Loan Losses,” and reflects our continued progress with respect to the implementation of our asset quality improvement initiatives, designed to reduce the overall balance of nonaccrual and other potential problem loans and assets.

Our net loan charge-offs decreased to $2.5 million and $6.0 million for the three and six months ended June 30, 2013, respectively, from $10.1 million and $19.5 million for the comparable periods in 2012. Our annualized net loan charge-offs were 0.36% and 0.43% of average loans for the three and six months ended June 30, 2013, respectively, compared to 1.33% and 1.25% of average loans for the comparable periods in 2012. Loan charge-offs were $6.9 million and $13.8 million for the three and six months ended June 30, 2013, respectively, compared to $17.9 million and $34.4 million for the comparable periods in 2012, and loan recoveries were $4.3 million and $7.8 million for the three and six months ended June 30, 2013, respectively, compared to $7.8 million and $14.9 million for the comparable periods in 2012.

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 increased $3.1 million and $1.5 million to $18.9 million and $34.3 million for the three and six months ended June 30, 2013, respectively, from $15.9 million and $32.9 million for the comparable periods in 2012. The

46

increase in our noninterest income was primarily attributable to increases in the fair value of servicing rights and other income, primarily reflecting increased net gains on sales of other real estate and repossessed assets, partially offset by lower service charges on deposit accounts and customer service fees, and lower gains on loans sold and held for sale. The following table summarizes noninterest income for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended								Six Months Ended
	June 30,				Increase (Decrease)				June 30,					Increase (Decrease)
	2013		2012		Amount		%		2013			2012		Amount		%
	(dollars expressed in thousands)
Noninterest income:
Service charges on deposit accounts and customer service fees	$	8,607	9,200		(593	)	(6.4	)%	$	16,921		17,975		(1,054	)	(5.9	)%
Gain on loans sold and held for sale	1,572		3,595		(2,023	)	(56.3	)	3,125			5,983		(2,858	)	(47.8	)
Net gain (loss) on investment securities	345		(5	)	350		NM		(71		)	517		(588	)	(113.7	)
Increase (decrease) in fair value of servicing rights	470		(1,981	)	2,451		123.7		624			(2,191	)	2,815		128.5
Loan servicing fees	1,776		1,910		(134	)	(7.0	)	3,493			3,918		(425	)	(10.8	)
Other	6,173		3,136		3,037		96.8		10,246			6,677		3,569		53.5
Total noninterest income	$	18,943	15,855		3,088		19.5		$	34,338		32,879		1,459		4.4

Service charges on deposit accounts and customer service fees decreased $593,000 and $1.1 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012, primarily reflecting reduced non-sufficient funds and returned check fee income on retail and commercial accounts coupled with changes in our deposit mix and certain product modifications designed to enhance overall product offerings to our customer base during these periods.

Gains on residential mortgage loans sold and held for sale decreased $2.0 million and $2.9 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The decrease was primarily attributable to a decline in loan production volume in our mortgage banking division as new interest rate lock commitments decreased to $102.3 million and $200.5 million for the three and six months ended June 30, 2013, respectively, as compared to $155.1 million and $288.0 million for the comparable periods in 2012.

We recorded net gains (losses) on investment securities of $345,000 and $(71,000) for the three and six months ended June 30, 2013, respectively, as compared to $(5,000) and $517,000 for the comparable periods in 2012. The net gain on investment securities for the second quarter of 2013 was attributable to the sale of certain investment securities in anticipation of the expected sale of our ABS line of business during the fourth quarter of 2013, as more fully described in Note 2 to our consolidated financial statements. We recorded other-than-temporary impairment of $407,000 during the first quarter of 2013 on a single municipal investment security classified as held-to-maturity. Proceeds from sales of available-for-sale investment securities were $52.1 million and $118.6 million for the three and six months ended June 30, 2013, respectively, as compared to $153.2 million and $207.6 million for the comparable periods in 2012.

Net gains (losses) associated with changes in the fair value of mortgage and SBA servicing rights increased to $470,000 and $624,000 for the three and six months ended June 30, 2013, respectively, from $(2.0) million and $(2.2) million for the comparable periods in 2012. The changes in the fair value of mortgage and SBA servicing rights during the periods primarily reflect changes in mortgage interest rates and the related changes in estimated prepayment speeds, as well as changes in cash flow assumptions underlying SBA loans serviced for others.

Loan servicing fees decreased $134,000 and $425,000 for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Loan servicing fees are primarily comprised of fee income generated from the servicing of real estate mortgage loans owned by investors and originated by our mortgage banking division, as well as SBA loans originated to small business concerns, in addition to unused commitment fees received from lending customers. The level of such fees is primarily impacted by the balance of loans serviced and interest shortfall on serviced residential mortgage loans. Interest shortfall represents the difference between the interest collected from a loan servicing customer upon prepayment of the loan and the full month of interest that is required to be remitted to the security owner. The decrease in the level of loan servicing fees was associated with declining volumes of SBA loans serviced for others in addition to unused commitment fees associated with declining loan and unused commitment amounts.

Other income increased $3.0 million and $3.6 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The increase in other income primarily reflects the following:

• Net gains on sales of other real estate and repossessed assets of $3.7 million and $4.0 million for the three and six months ended June 30, 2013, respectively, including a gain of $2.7 million on the sale of a single property in the second quarter of 2013, as compared to net gains on sales of other real estate and repossessed assets of $356,000 and $283,000 for the comparable periods in 2012; and

• Income of $1.2 million recognized on the call of an SBA loan securitization in the first quarter of 2013; partially offset by

47

• The receipt of a litigation settlement of $561,000 in the first quarter of 2012; and

• A gain on the sale of a CRA investment of $402,000 in the first quarter of 2012.

Noninterest Expense. Noninterest expense decreased $5.7 million and $11.2 million to $44.1 million and $88.2 million for the three and six months ended June 30, 2013, respectively, from $49.9 million and $99.4 million for the comparable periods in 2012. The decrease in our noninterest expense was primarily attributable to a lower level of expenses associated with our nonperforming assets and potential problem loans, decreased FDIC insurance expense and the implementation of certain measures intended to improve efficiency through the reduction of operating expenses, partially offset by an increase in salaries and employee benefits expenses. The following table summarizes noninterest expense for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended							Six Months Ended
	June 30,			Increase (Decrease)				June 30,			Increase (Decrease)
	2013		2012	Amount		%		2013		2012	Amount		%
	(dollars expressed in thousands)
Noninterest expense:
Salaries and employee benefits	$	19,645	18,500	1,145		6.2	%	$	39,196	37,568	1,628		4.3	%
Occupancy, net of rental income, and furniture and equipment	8,473		8,147	326		4.0		16,890		15,673	1,217		7.8
Postage, printing and supplies	711		611	100		16.4		1,339		1,345	(6	)	(0.4	)
Information technology fees	5,270		5,865	(595	)	(10.1	)	10,555		11,911	(1,356	)	(11.4	)
Legal, examination and professional fees	1,497		2,929	(1,432	)	(48.9	)	3,160		5,446	(2,286	)	(42.0	)
Advertising and business development	584		435	149		34.3		1,016		970	46		4.7
FDIC insurance	1,838		3,075	(1,237	)	(40.2	)	3,720		6,305	(2,585	)	(41.0	)
Write-downs and expenses on other real estate and repossessed assets	1,259		4,732	(3,473	)	(73.4	)	2,770		8,282	(5,512	)	(66.6	)
Other	4,866		5,571	(705	)	(12.7	)	9,544		11,859	(2,315	)	(19.5	)
Total noninterest expense	$	44,143	49,865	(5,722	)	(11.5	)	$	88,190	99,359	(11,169	)	(11.2	)

Salaries and employee benefits expense increased $1.1 million and $1.6 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The overall increase in salaries and employee benefits expense reflects normal compensation increases and an increase in severance expense associated with certain initiatives in our Capital Plan, partially offset by a decline year-over-year in the overall level of our full-time equivalent employees, or FTEs. Our FTEs, excluding discontinued operations, were 1,146 at June 30, 2013, compared to 1,140 at December 31, 2012 and 1,163 at June 30, 2012, representing an increase of 0.5% and a decrease of 1.5%, respectively.

Occupancy, net of rental income, and furniture and equipment expense increased $326,000 and $1.2 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The increase primarily resulted from a $787,000 decrease in rent expense during the first quarter of 2012 associated with the transfer of a lease obligation to an unaffiliated third party and the related reversal of the corresponding straight-line rent liability, in addition to accruals for future lease obligations associated with certain branch closures during the first six months of 2013.

Information technology fees decreased $595,000 and $1.4 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The decrease in information technology fees is primarily due to the implementation of certain profit improvement initiatives and related fee reductions with First Services, L.P. As more fully described in Note 16 to our consolidated financial statements, First Services, L.P., a limited partnership indirectly owned by our Chairman and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, provides information technology and various operational support services to our subsidiaries and us. Information technology fees also include fees paid to outside servicers associated with our mortgage lending, trust and small business lending divisions as well as our payroll processing department.

Legal, examination and professional fees decreased $1.4 million and $2.3 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The decrease in legal, examination and professional fees reflects a decline in legal expenses associated with loan collection activities, divestiture activities and litigation matters in comparison to the level of such expenses during the first six months of 2012. Despite the decline in legal fees, we anticipate legal, examination and professional fees will remain at higher-than-historical levels during 2013, primarily as a result of elevated levels of legal and professional fees associated with ongoing collection efforts on commercial and consumer problem loans, ongoing matters associated with our Capital Plan, and certain litigation matters.

FDIC insurance expense decreased $1.2 million and $2.6 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. The decrease in FDIC insurance expense is reflective of a reduction in our assessment rate, effective October 2, 2012, in addition to reduced deposit levels and total assets during the first six months of 2013, as compared to the comparable period in 2012.

48

Write-downs and expenses on other real estate and repossessed assets decreased $3.5 million and $5.5 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Write-downs related to the re-valuation of certain other real estate properties and repossessed assets decreased $3.6 million and $5.4 million to $551,000 and $809,000 for the three and six months ended June 30, 2013, respectively, from $4.1 million and $6.3 million for the comparable periods in 2012. Other real estate and repossessed asset expenses, exclusive of write-downs, such as taxes, insurance, and repairs and maintenance, were $708,000 and $2.0 million for the three and six months ended June 30, 2013, respectively as compared to $617,000 and $2.0 million for the comparable periods in 2012. The balance of our other real estate and repossessed assets declined to $78.2 million at June 30, 2013, from $89.0 million, $92.0 million and $109.0 million at March 31, 2013, December 31, 2012 and June 30, 2012, respectively. The overall higher-than-historical level of expenses on other real estate and repossessed assets is associated with ongoing foreclosure activity, including current and delinquent real estate taxes paid on other real estate properties, as well as other property preservation related expenses. Although we continue to reduce the overall number and balance of other real estate properties and repossessed assets, we expect the level of write-downs and expenses on our other real estate and repossessed assets to continue to remain at elevated levels in the near term as a result of the high level of our other real estate and repossessed assets and the expected future transfer of certain of our nonaccrual loans into our other real estate portfolio.

Other expense decreased $705,000 and $2.3 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Other expense encompasses numerous general and administrative expenses including communications, insurance, freight and courier services, correspondent bank charges, loan expenses, miscellaneous losses and recoveries, memberships and subscriptions, transfer agent fees, sales taxes, travel, meals and entertainment, overdraft losses and other nonrecurring expenses. The decrease in the overall level of other expense is reflective of the following:

• Profit improvement initiatives and management's efforts to reduce overall expense levels;

• Accruals and cash payments associated with certain litigation and other matters of $343,000 and $753,000 for the three and six months ended June 30, 2012;

• Amortization expense and losses associated with CRA investments of $162,000 and $325,000 for the three and six months ended June 30, 2013, respectively, as compared to $162,000 and $846,000 (including a $500,000 valuation allowance on a CRA investment) for the comparable periods in 2012; and

• Accruals and cash payments associated with repurchase losses in our Mortgage Division, resulting in expense of $427,000 and $852,000 for the three and six months ended June 30, 2013, respectively, as compared to $650,000 and $1.2 million for the comparable periods in 2012. We have sold significant amounts of residential mortgage loans directly to government-sponsored enterprises, Fannie Mae (FNMA) and Freddie Mac (FHLMC) (collectively, the GSEs), and to investors other than GSEs, as whole loans. In connection with these sales, we make or have made various representations and warranties, breaches of which may result in a requirement that we repurchase the mortgage loans, or otherwise make whole or provide other remedies to the counterparties. We have recorded an estimated liability related to possible mortgage repurchase losses of $2.3 million and $2.0 million as of June 30, 2013 and December 31, 2012, respectively. Our estimated liability for possible loss is based on then-currently available information and is dependent on various factors, including our historical claims and settlement experience, projections of future defaults, and significant judgment and assumptions that are subject to change. As such, the future possible loss related to our representations and warranties may materially change in the future based on factors beyond our control or if actual experiences are different from our assumptions, including, without limitation, estimated repurchase rates, economic conditions, estimated home prices, consumer and counterparty behavior, and a variety of other judgmental factors. Adverse developments with respect to one or more of the assumptions underlying the estimated liability and the corresponding estimated range of possible loss could result in significant increases to future provisions and/or the estimated range of possible loss. If future representations and warranties losses occur in excess of our recorded liability and estimated range of possible loss, such losses could have a material adverse effect on our cash flows, financial condition and results of operations; partially offset by

• The write-down of a former branch facility of $150,000 during the first quarter of 2012.

(Benefit) Provision for Income Taxes. We recorded a benefit for income taxes of $345,000 for the three months ended June 30, 2013, compared to a provision for income taxes of $20,000 for the six months ended June 30, 2013. We recorded a provision for income taxes of $121,000 and $216,000 for the three and six months ended June 30, 2012, respectively. The provision (benefit) for income taxes during the three and six months ended June 30, 2013 and 2012 reflects the establishment of a full deferred tax asset valuation allowance during 2008 and the resulting inability to record tax benefits on our net loss in 2011 due to existing federal and state net operating loss carryforwards on which the realization of the related tax benefits is not presently “more likely than not,” as further described in Note 13 to our consolidated financial statements. The deferred tax asset valuation allowance was primarily established as a result of our three-year cumulative operating loss for the years ended December 31, 2008, 2007 and 2006, after considering all available objective evidence and potential tax planning strategies related to the amount of the deferred tax assets that are “more likely than not” to be realized. The benefit for income taxes of $345,000 for the second quarter of 2013 reflects various state income tax adjustments. Effective January 1, 2013, an increase in the blended state tax rate was applied to the deferred state tax assets and liabilities which resulted in an increase to the net state deferred tax liabilities during the first

49

quarter of 2013. A state income tax provision of $451,000, net of the federal benefit of $158,000, representing the effect of the change, was recognized in income from continuing operations during the first quarter of 2013.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expenses. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and changes in accounting policies and incorporate assumptions including the amount of future state and federal pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts and future taxable income and are consistent with the plans and estimates we are using to manage the underlying business. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

After analysis of all available positive and negative evidence, we believe it is reasonably possible to reverse a portion, or all, of our deferred tax asset valuation allowance in the future. Historical and forecasted positive evidence includes: pre-tax operating income for the six months ended June 30, 2013 and year ended December 31, 2012; forecasted cumulative pre-tax operating income for the three years ending December 31, 2013; continued improvement in asset quality metrics; and certain other relevant factors. Any determination to reverse a portion, or all, of our deferred tax asset valuation allowance would be subject to ongoing evaluation and discussions with our advisors and subject to changes in circumstances and then-current available information.

Loss from Discontinued Operations, Net of Tax. We recorded a loss from discontinued operations, net of tax, of $3.3 million and $5.4 million for the three and six months ended June 30, 2013, respectively, compared to a loss from discontinued operations, net of tax, of $2.3 million and $4.6 million for the comparable periods in 2012. The loss from discontinued operations, net of tax, for the three and six months ended June 30, 2013 and 2012 is reflective of the following:

• A gain of $394,000 during the second quarter of 2013 associated with the sale of eight of our retail branches in our Northern Florida Region on April 19, 2013, after the write-off of goodwill of $700,000 allocated to the Northern Florida Region;

• A loss of $2.3 million during the second quarter of 2013 related to the closure of three retail branches in our Northern Florida Region on April 5, 2013 that was attributable to continuing obligations under facility leasing arrangements; and

• Other income (loss) from all discontinued operations during the respective periods, as further described in Note 2 to our consolidated financial statements.

Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiary. Net income attributable to noncontrolling interest in subsidiary was $105,000 and $151,000 for the three and six months ended June 30, 2013, respectively, compared to net losses attributable to noncontrolling interest in subsidiary of $385,000 and $445,000 for the comparable periods in 2012, and was comprised of the noncontrolling interest in the net income (losses) of FB Holdings. The net income attributable to noncontrolling interest in subsidiary for the three and six months ended June 30, 2013, as compared to the net losses for the comparable periods in 2012, is primarily reflective of reduced expenses and write-downs on other real estate properties associated with the reduction of loans and other real estate balances held in FB Holdings. Noncontrolling interest in subsidiary is more fully described in Note 1 and Note 16 to our consolidated financial statements.

FINANCIALCONDITION

Total assets decreased$292.2 million to $6.22 billion at June 30, 2013, from $6.51 billion at December 31, 2012. The decrease in our total assets was attributable to decreases in our cash and cash equivalents, investment securities portfolio, loan portfolio, bank premises and equipment, goodwill, deferred income taxes, and other real estate and repossessed assets; partially offset by an increase in assets of discontinued operations.

Cash and cash equivalents, which are comprised of cash and short-term investments, decreased$3.3 million to $515.5 million at June 30, 2013, from $518.8 million at December 31, 2012. The majority of funds in our short-term investments were maintained in our correspondent bank account with the FRB, as further discussed under “—Liquidity Management.” The decrease in our cash and cash equivalents was primarily attributable to the following:

• A decrease in deposits of $120.0 million, exclusive of the reclassification of $550.6 million of deposits associated with our ABS line of business to liabilities of discontinued operations; and

• The sale of eight of our Northern Florida retail branches on April 19, 2013, resulting in a cash outflow of $114.5 million; partially offset by:

• A net decrease in our investment securities portfolio of $121.4 million, excluding the fair value adjustment on available-for-sale investment securities;

• A decrease in loans of $70.0 million, exclusive of loan charge-offs, transfers of loans to other real estate and repossessed assets, and the reclassification of $20.8 million of loans associated with our ABS line of business to assets of discontinued operations;

50

• Recoveries of loans previously charged off of $7.8 million;

• Proceeds from the sales of other real estate and repossessed assets of $20.5 million;

• A net increase in our other borrowings of $9.2 million, consisting of changes in our daily repurchase agreements utilized by customers as an alternative deposit product; and

• Cash generated by operating earnings.

Investment securities decreased$170.6 million to $2.50 billion at June 30, 2013, from $2.68 billion at December 31, 2012. The decrease primarily reflects the sale of available-for-sale investment securities in anticipation of the expected sale of our ABS line of business during the fourth quarter of 2013, which is expected to result in a cash outflow of approximately $480.0 million. The decrease also reflects a decrease in the fair value adjustment of approximately $34.2 million on our available-for-sale investment securities resulting from an increase in market interest rates during the period in addition to net amortization. During the first quarter of 2013, we also reclassified certain of our available-for-sale investment securities to held-to-maturity investment securities at their respective fair values, which totaled $242.5 million in aggregate, as further described in Note 3 to our consolidated financial statements and under “— Liquidity Management.”

Loans, net of net deferred loan costs (fees), or total loans, decreased$109.8 million to $2.82 billion at June 30, 2013, from $2.93 billion at December 31, 2012. The decrease reflects the reclassification of $20.8 million of loans associated with our ABS line of business to assets of discontinued operations at June 30, 2013, as further discussed in Note 2 to our consolidated financial statements, gross loan charge-offs of $13.8 million, transfers of loans to other real estate and repossessed assets of $5.2 million, overall continued low loan demand within our markets, and other net loan activity of $70.0 million, including principal repayments and/or payoffs on nonperforming, potential problem and other loans as well as loan runoff in problem loans and loans in markets we previously exited, as further discussed under “— Loans and Allowance for Loan Losses.”

Bank premises and equipment, net of depreciation and amortization, decreased$1.2 million to $126.3 million at June 30, 2013, from $127.5 million at December 31, 2012. The decrease is primarily attributable to depreciation and amortization of $5.8 million, partially offset by net purchases of premises and equipment of $3.3 million.

Goodwill decreased$18.0 million to $107.3 million at June 30, 2013, from $125.3 million at December 31, 2012. The decrease reflects the allocation of $18.0 million of goodwill associated with our ABS line of business to assets of discontinued operations at June 30, 2013.

Other real estate and repossessed assets decreased$13.8 million to $78.2 million at June 30, 2013, from $92.0 million at December 31, 2012. The decrease in other real estate and repossessed assets was primarily attributable to the sale of other real estate properties and repossessed assets with a carrying value of $17.5 million at a net gain of $4.0 million, and write-downs of other real estate properties and repossessed assets of $809,000 primarily attributable to declining real estate values on certain properties. These decreases were partially offset by foreclosures and additions to other real estate and repossessed assets aggregating $5.2 million, as further discussed under “— Loans and Allowance for Loan Losses.”

Deferred income tax assets decreased$12.7 million to $16.3 million at June 30, 2013, from $29.0 million at December 31, 2012. The decrease primarily resulted from a decrease in deferred tax liabilities associated with the corresponding decrease in the fair value adjustment on our available-for-sale investment securities, as further discussed below, and a corresponding increase in the deferred tax asset valuation allowance.

Assets and liabilities of discontinued operations were $39.0 million and $550.7 million, respectively, at June 30, 2013 and represent the assets and liabilities of our ABS line of business expected to be sold during the fourth quarter of 2013. Assets and liabilities of discontinued operations were $6.7 million and $155.7 million, respectively, at December 31, 2012, and represent the assets and liabilities associated with our three Northern Florida Region branches closed on April 5, 2013 and our eight Northern Florida Region branches sold on April 19, 2013. See Note 2 to our consolidated financial statements for further discussion of discontinued operations.

Deposits decreased$670.6 million to $4.82 billion at June 30, 2013, from $5.49 billion at December 31, 2012. The decrease reflects the reclassification of $550.6 million of deposits associated with our ABS line of business to liabilities of discontinued operations at June 30, 2013, as further discussed in Note 2 to our consolidated financial statements. Exclusive of this transaction, total deposits decreased $120.0 million, which was primarily attributable to reductions of higher rate certificates of deposit and a decrease in demand deposits attributable to seasonal fluctuations, partially offset by an increase in savings and money market deposits. Time deposits and demand deposits decreased $126.6 million and $23.3 million, respectively, and savings and money market deposits increased $29.9 million.

Other borrowings, which are comprised of daily securities sold under agreements to repurchase (in connection with cash management activities of our commercial deposit customers), increased$9.2 million to $35.2 million at June 30, 2013, from $26.0 million at December 31, 2012, reflecting changes in customer balances associated with this product segment.

Deferred income tax liabilities decreased$12.4 million to $23.8 million at June 30, 2013, from $36.2 million at December 31, 2012. The decrease primarily resulted from a decrease in deferred tax liabilities associated with the corresponding decrease in the

51

fair value adjustment of our available-for-sale investment securities as a result of an increase in market interest rates during the six months ended June 30, 2013.

Accrued expenses and other liabilities increased$15.7 million to $160.0 million at June 30, 2013, from $144.3 million at December 31, 2012. The increase was primarily attributable to an increase of $9.8 million in dividends payable on our Class C Fixed Rate Cumulative Perpetual Preferred Stock, or Class C Preferred Stock, and our Class D Fixed Rate Cumulative Perpetual Preferred Stock, or Class D Preferred Stock, to $71.8 million at June 30, 2013, and an increase of $7.4 million in accrued interest payable on our junior subordinated debentures to $55.2 million at June 30, 2013, as further discussed in Notes 9 and 10 to our consolidated financial statements.

Stockholders' equity, including noncontrolling interest in subsidiary, decreased$29.2 million to $270.8 million at June 30, 2013, from $300.0 million at December 31, 2012. The decrease reflects a decrease in accumulated other comprehensive income of $35.6 million associated with a decrease in unrealized gains on available-for-sale investment securities, resulting from the increase in market interest rates experienced during the second quarter, and dividends declared of $9.8 million, partially offset by net income, including discontinued operations, of $16.2 million.

Loans and Allowance for Loan Losses

Loan Portfolio Composition. Total loans represented 45.4% of our assets as of June 30, 2013, compared to 45.0% of our assets at December 31, 2012. Total loans decreased$109.8 million to $2.82 billion at June 30, 2013 from $2.93 billion at December 31, 2012. The following table summarizes the composition of our loan portfolio by category at June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Commercial, financial and agricultural	$	593,403	610,301
Real estate construction and development	167,269		174,979
Real estate mortgage:
One-to-four-family residential	931,986		986,767
Multi-family residential	101,351		103,684
Commercial real estate	963,480		969,680
Consumer and installment	18,159		19,262
Loans held for sale	45,239		66,133
Net deferred loan costs (fees)	62		(59	)
Total loans	$	2,820,949	2,930,747

The following table summarizes the composition of our loan portfolio by geographic region and/or business segment at June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Mortgage Division	$	538,839	582,021
Florida	62,339		65,582
Northern California	376,094		383,519
Southern California	907,238		922,191
Chicago	104,089		122,508
Missouri	527,852		528,168
Texas	32,255		41,951
Northern and Southern Illinois	211,475		212,177
Other	60,768		72,630
Total	$	2,820,949	2,930,747

The net decrease in our loan portfolio during the first six months of2013 primarily reflects the following:

• A decrease of $16.9 million, or 2.8%, in our commercial, financial and agricultural portfolio, primarily attributable to the reclassification of $20.7 million of such loans associated with our ABS line of business to assets of discontinued operations at June 30, 2013; partially offset by new loan production within this portfolio segment;

• A decrease of $7.7 million, or 4.4%, in our real estate construction and development portfolio, primarily attributable to our continued efforts to reduce the overall level of our special mention, potential problem and nonaccrual loans within this portfolio segment. The following table summarizes the composition of our real estate construction and development portfolio by region as of June 30, 2013 and December 31, 2012:

52

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Northern California	$	29,788	30,388
Southern California	98,261		88,893
Chicago	10,590		21,024
Missouri	6,633		9,791
Texas	8,740		9,927
Florida	435		378
Northern and Southern Illinois	6,649		8,260
Other	6,173		6,318
Total	$	167,269	174,979

We have reduced our exposure to our real estate construction and development portfolio over the past several years due primarily to weak economic conditions and declines in real estate values in certain of our market areas which resulted in higher levels of charge-offs and foreclosures during these periods. Of the remaining portfolio balance of $167.3 million, $28.3 million, or 16.9%, of these loans were on nonaccrual status as of June 30, 2013, including an $18.1 million loan in our Northern California region, and $79.2 million, or 47.3%, of these loans were considered potential problem loans, including a $66.4 million loan relationship in our Southern California region, as further discussed below;

• A decrease of $54.8 million, or 5.6%, in our one-to-four-family residential real estate loan portfolio primarily attributable to gross loan charge-offs of $8.7 million, transfers to other real estate of $4.2 million and principal payments; partially offset by new loan production. The following table summarizes the composition of our one-to-four-family residential real estate loan portfolio as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
One-to-four-family residential real estate:
Bank portfolio	$	101,080	122,338
Mortgage Division portfolio, excluding Florida	409,875		427,759
Florida Mortgage Division portfolio	77,929		82,212
Home equity portfolio	343,102		354,458
Total	$	931,986	986,767

Our Bank portfolio consists of mortgage loans originated to customers from our retail branch banking network. The decrease in this portfolio of $21.3 million, or 17.4%, during the first six months of2013 is primarily attributable to principal payments resulting from loan refinancings in the ongoing low, but recently increasing, mortgage interest rate environment. As of June 30, 2013, approximately $6.8 million, or 6.7%, of this portfolio is considered impaired, consisting of nonaccrual loans of $6.1 million and performing troubled debt restructurings, or performing TDRs, of $705,000.

Our Mortgage Division portfolio, excluding Florida, consists of both prime mortgage loans and Alt A and sub-prime mortgage loans that were originated prior to our discontinuation of Alt A and sub-prime loan products in 2007. The decrease in this portfolio of $17.9 million, or 4.2%, during the first six months of2013 is primarily attributable to principal payments, gross loan charge-offs of $4.6 million and transfers to other real estate, partially offset by the addition of approximately $29.7 million of new loan production into this portfolio, consisting of jumbo adjustable rate and 10 and 15-year fixed rate mortgages. As of June 30, 2013, approximately $84.0 million, or 20.5%, of this portfolio is considered impaired, consisting of nonaccrual loans of $16.7 million and performing TDRs of $67.3 million, including loans modified in the Home Affordable Modification Program, or HAMP, of $61.6 million.

Our Florida Mortgage Division portfolio, the majority of which was acquired in November 2007 through our acquisition of Coast Bank, consists primarily of prime mortgage loans and Alt A mortgage loans. The decrease in this portfolio of $4.3 million, or 5.2%, is primarily attributable to principal payments, gross loan charge-offs of $1.1 million and transfers to other real estate. As of June 30, 2013, approximately $11.4 million, or 14.6%, of this portfolio is considered impaired, consisting of performing TDRs of $8.7 million, including loans modified in HAMP of $6.6 million, and nonaccrual loans of $2.7 million. Our Mortgage Division portfolio, excluding Florida, and our Florida Mortgage Division portfolio are collectively defined as our Mortgage Division portfolio unless otherwise noted.

Our home equity portfolio consists of loans originated to customers from our retail branch banking network. The decrease in this portfolio of $11.4 million, or 3.2%, during the first six months of2013 is primarily attributable to principal payments, gross loan charge-offs of $2.0 million and ordinary and seasonal fluctuations experienced within this loan product type. As of June 30, 2013, approximately $5.9 million, or 1.7%, of this portfolio is on nonaccrual status;

53

• A decrease of $2.3 million, or 2.3%, in our multi-family residential real estate portfolio. As of June 30, 2013, approximately $29.5 million, or 29.2%, of this portfolio is considered impaired, consisting of nonaccrual loans of $1.4 million and performing TDRs of $28.2 million, consisting solely of one loan relationship in our Chicago region (as further described below);

• A decrease of $6.2 million, or 0.6%, in our commercial real estate portfolio primarily attributable low loan demand within our markets and our efforts to reduce the overall level of our special mention, potential problem and nonaccrual loans within this portfolio segment, including the payoff of a $5.2 million performing TDR in the second quarter of 2013. The following table summarizes the composition of our commercial real estate portfolio by loan type as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Farmland	$	17,775	17,784
Owner occupied	522,619		552,983
Non-owner occupied	423,086		398,913
Total	$	963,480	969,680

• A decrease of $1.1 million, or 5.7%, in our consumer and installment portfolio, primarily reflecting portfolio runoff and the reclassification of $326,000 of such loans associated with our ABS line of business to assets of discontinued operations at June 30, 2013; and

• A decrease of $20.9 million, or 31.6%, in our loans held for sale portfolio primarily resulting from a decline in origination volumes and the timing of subsequent sales into the secondary mortgage market.

Nonperforming Assets. Nonperforming assets include nonaccrual loans and other real estate and repossessed assets. The following table presents the categories of nonperforming assets and certain ratios as of June 30, 2013 and December 31, 2012:

	June 30, 2013			December 31, 2012
	(dollars expressed in thousands)
Nonperforming Assets:
Nonaccrual loans:
Commercial, financial and agricultural	$	14,881		19,050
Real estate construction and development	28,305			32,152
One-to-four-family residential real estate:
Bank portfolio	6,051			6,910
Mortgage Division portfolio	19,377			19,780
Home equity portfolio	5,905			8,671
Multi-family residential	1,393			6,761
Commercial real estate	13,011			16,520
Consumer and installment	35			28
Total nonaccrual loans	88,958			109,872
Other real estate and repossessed assets	78,152			91,995
Total nonperforming assets	$	167,110		201,867
Total loans	$	2,820,949		2,930,747
Performing troubled debt restructurings	$	119,651		128,917
Loans past due 90 days or more and still accruing	$	886		1,090
Ratio of:
Allowance for loan losses to loans	3.04		%	3.13	%
Nonaccrual loans to loans	3.15			3.75
Allowance for loan losses to nonaccrual loans	96.26			83.37
Nonperforming assets to loans, other real estate and repossessed assets	5.76			6.68

Our nonperforming assets, consisting of nonaccrual loans, other real estate and repossessed assets, decreased$34.8 million, or 17.2%, to $167.1 million at June 30, 2013, from $201.9 million at December 31, 2012.

We attribute the $20.9 million, or 19.0%, net decrease in our nonaccrual loans during the first six months of2013 to the following:

• A decrease in nonaccrual loans of $4.2 million, or 21.9%, in our commercial, financial and agricultural portfolio;

54

• A decrease in nonaccrual loans of $3.8 million, or 12.0%, in our real estate construction and development loan portfolio. Nonaccrual real estate construction and development loans at June 30, 2013 include a single loan in our Northern California region with a recorded investment of $18.1 million. Although the level of deterioration in this portfolio is slowing due in part to the decline in the total portfolio balance, as previously discussed, we continue to experience a high level of nonaccrual loans in this portfolio segment;

• A decrease in nonaccrual loans of $4.0 million, or 11.4%, in our one-to-four-family residential real estate loan portfolio driven by gross loan charge-offs of $8.7 million, transfers to other real estate of $4.2 million and payments received, partially offset by additions to nonaccrual loans during the period;

• A decrease in nonaccrual loans of $5.4 million, or 79.4%, in our multi-family residential loan portfolio, primarily reflecting a $2.5 million payoff on a nonperforming TDR during the second quarter of 2013; and

• A decrease in nonaccrual loans of $3.5 million, or 21.2%, in our commercial real estate portfolio primarily driven by gross loan charge-offs of $2.6 million, transfers to other real estate of $1.1 million and payments received, partially offset by additions to nonaccrual loans during the period.

The decrease in other real estate and repossessed assets of $13.8 million, or 15.0%, during the first six months of2013 was primarily driven by the sale of other real estate properties with an aggregate carrying value of $17.5 million at a net gain of $4.0 million and write-downs of other real estate and repossessed assets of $809,000 attributable to declining real estate values on certain properties, partially offset by foreclosures and other additions to other real estate aggregating $5.2 million. Of the $78.2 million of other real estate and repossessed assets at June 30, 2013, $8.3 million and $67.6 million consisted of properties with the most recent appraisal date being in 2013 and 2012, respectively. The remaining $2.3 million of other real estate and repossessed assets at June 30, 2013 consisted of properties with the most recent appraisal date being in 2011 and 2010 of $234,000 and $2.1 million, respectively.

The following table summarizes the composition of our nonperforming assets by region / business segment at June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Mortgage Division	$	21,847	22,507
Florida	3,029		2,308
Northern California	22,253		25,661
Southern California	50,586		62,130
Chicago	7,999		18,126
Missouri	32,851		36,411
Texas	7,363		9,194
Northern and Southern Illinois	11,240		13,362
Other	9,942		12,168
Total nonperforming assets	$	167,110	201,867

During the first six months of2013, we experienced a decline in nonperforming assets in all of our regions, with the exception of our Florida region. We have been successful in reducing our overall level of nonperforming assets as a result of the completion of several asset quality improvement initiatives.

As of June 30, 2013 and December 31, 2012, loans identified by management as TDRs aggregating $34.7 million and $40.0 million, respectively, were on nonaccrual status and were classified as nonperforming loans.

While we continue our efforts to reduce nonperforming and potential problem loans, we expect market conditions in certain of our geographic sectors to remain uncertain, which may continue to impact the overall level of our nonperforming and potential problem loans, loan charge-offs, provision for loan losses and other real estate and repossessed assets balances.

55

Performing Troubled Debt Restructurings. The following table presents the categories of performing TDRs as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Commercial, financial and agricultural	$	156	—
Real estate construction and development	10,031		10,031
Real estate mortgage:
One-to-four-family residential	76,730		79,905
Multi-family residential	28,154		28,240
Commercial real estate	4,580		10,741
Total performing troubled debt restructurings	$	119,651	128,917

Performing TDRs decreased$9.3 million, or 7.2%, during the first six months of2013, primarily attributable to the payoff of a $5.2 million commercial real estate loan in our Southern California region during the second quarter of 2013. Our multi-family residential performing TDRs include a single $28.2 million loan relationship in our Chicago region that was restructured during the fourth quarter of 2012. We are closely monitoring this loan relationship, and while facts and circumstances are subject to change in the future, the borrower continues to service this obligation in accordance with the existing terms and conditions of the restructured credit agreement as of June 30, 2013.

Potential Problem Loans. As of June 30, 2013 and December 31, 2012, loans aggregating $117.7 million and $116.1 million, respectively, which were not classified as nonperforming assets or performing TDRs, were identified by management as having potential credit problems, or potential problem loans. These loans are generally defined as loans having an internally assigned grade of substandard and loans in the Mortgage Division which are 30-89 days past due. The following table presents the categories of our potential problem loans as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Commercial, financial and agricultural	$	7,827	8,423
Real estate construction and development	79,175		81,364
Real estate mortgage:
One-to-four-family residential	5,474		11,664
Multi-family residential	554		773
Commercial real estate	24,686		13,868
Total potential problem loans	$	117,716	116,092

Potential problem loans increased$1.6 million, or 1.4%, during the first six months of2013. The increase in potential problem loans reflects the transfer of a $15.8 million commercial real estate loan in our Southern California region from special mention status to potential problem loans during the second quarter of 2013. This increase in potential problem loans is partially offset by transfers of certain potential problem loans to special mention status, transfers to nonaccrual status and payment activity. In addition to the $15.8 million commercial real estate loan included in potential problem loans at June 30, 2013, potential problem loans at June 30, 2013 also include a $66.4 million real estate construction and development credit relationship in our Southern California region. We are continuing to closely monitor this loan relationship. Based on recent valuations of the underlying collateral securing this loan relationship, we have determined that it is currently adequately secured. While facts and circumstances are subject to change in the future, the borrower continues to service this obligation in accordance with the existing terms and conditions of the credit agreement as of June 30, 2013.

56

The following table summarizes the composition of our potential problem loans by region / business segment at June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Mortgage Division	$	3,724	6,627
Florida	2,341		4,443
Northern California	1,882		860
Southern California	96,297		88,690
Chicago	709		1,835
Missouri	5,545		7,391
Texas	803		842
Northern and Southern Illinois	3,530		4,775
Other	2,885		629
Total potential problem loans	$	117,716	116,092

During the first six months of2013, we experienced a decline in potential problem loans in most of our regions, with the exception of a small increase our Northern California region and a $7.6 million increase in our Southern California region, primarily due to the addition of a $15.8 million commercial real estate loan as discussed above. Excluding this significant addition to potential problem loans during the second quarter of 2013, we have generally been successful in reducing the overall level of our potential problem loans as a result of the completion of several asset quality improvement initiatives.

Our credit risk management policies and procedures, as further described under “—Allowance for Loan Losses,” focus on identifying potential problem loans. Potential problem loans may be identified by the assigned lender, the credit administration department or the internal credit review department. Specifically, the originating loan officers have primary responsibility for monitoring and overseeing their respective credit relationships, including, but not limited to: (a) periodic reviews of financial statements; (b) periodic site visits to inspect and evaluate loan collateral; (c) ongoing communication with primary borrower representatives; and (d) appropriately monitoring and adjusting the risk rating of the respective credit relationships should ongoing conditions or circumstances associated with the relationship warrant such adjustments. In addition, in the current weakened economic environment, our credit administration department and our internal credit review department are reviewing all loans with credit exposure over certain thresholds in loan portfolio segments in which we, or other financial institutions, have experienced significant loan charge-offs, such as real estate construction and development and one-to-four-family residential real estate loans, and on loan portfolio segments that appear to be most likely to generate additional loan charge-offs in the future, such as commercial real estate. We include adversely rated credits, including potential problem loans, on our monthly loan watch list. Loans on our watch list require regular detailed loan status reports prepared by the responsible officer which are discussed in formal meetings with internal credit review and credit administration staff members that are generally conducted on a quarterly basis. The primary purpose of these meetings is to closely monitor these loan relationships and further develop, modify and oversee appropriate action plans with respect to the ultimate and timely resolution of the individual loan relationships.

Each loan is assigned an FDIC collateral code at the time of origination which provides management with information regarding the nature and type of the underlying collateral supporting all individual loans, including potential problem loans. Upon identification of a potential problem loan, management makes a determination of the value of the underlying collateral via a third party appraisal and/or an assessment of value from our internal appraisal review department. The estimated value of the underlying collateral is a significant factor in the risk rating and allowance for loan losses allocation assigned to potential problem loans.

Potential problem loans are regularly evaluated for impaired loan status by lenders, the credit administration department and the internal credit review department. When management makes the determination that a loan should be considered impaired, an initial specific reserve is allocated to the impaired loan, if necessary, until the loan is charged down to the appraised value of the underlying collateral, typically within 30 to 90 days of becoming impaired. In the current economic environment, management typically utilizes appraisals performed no earlier than 180 days prior to the charge-off, and in most cases, appraisals utilized are dated within 60 days of the charge-off. As such, management typically addresses collateral shortfalls through charge-offs as opposed to recording specific reserves on individual loans. Once a loan is charged down to the appraised value of the underlying collateral, management regularly monitors the carrying value of the loan for any additional deterioration and records additional reserves or charge-offs as necessary. As a general guideline, management orders new appraisals on any impaired loan or other real estate property in which the most recent appraisal is more than 18 months old; however, management also orders new appraisals on impaired loans or other real estate properties if management determines new appraisals are prudent based on many different factors, such as a rapid change in market conditions in a particular region.

We continue our efforts to reduce nonperforming and potential problem loans and re-define our overall strategy and business plans with respect to our loan portfolio as deemed necessary in light of ongoing changes in market conditions in the markets in which we operate.

57

Allowance for Loan Losses. Our allowance for loan losses decreased to $85.6 million at June 30, 2013, from $91.6 million at December 31, 2012. The decrease in our allowance for loan losses of $6.0 million during the first six months of2013 was primarily attributable to net charge-offs of $6.0 million, in addition to the decrease in nonaccrual loans of $20.9 million and the $109.8 milliondecrease in the overall level of our loan portfolio.

Our allowance for loan losses as a percentage of total loans was 3.04% and 3.13% at June 30, 2013 and December 31, 2012, respectively. The decrease in the allowance for loan losses as a percentage of total loans during the first six months of2013 was primarily attributable to the decrease in our nonaccrual loans, which generally require a higher allowance for loan losses relative to the amount of the loans than the remainder of the loan portfolio, in addition to a decrease in our historical net loan charge-off experience as a result of declining charge-off levels during the first six months of2013 and the year ended December 31, 2012.

Our allowance for loan losses as a percentage of nonaccrual loans was 96.26% and 83.37% at June 30, 2013 and December 31, 2012, respectively. The increase in the allowance for loan losses as a percentage of nonaccrual loans during the first six months of2013 was primarily attributable to the decrease in nonaccrual loans, a portion of which did not carry a specific allowance for loan losses as these loans had been charged down to the estimated fair value of the related collateral less estimated costs to sell.

The following table summarizes the changes in the allowance for loan losses for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Allowance for loan losses, beginning of period	$	88,170		130,348		91,602		137,710
Loans charged-off:
Commercial, financial and agricultural	(1,010		)	(5,152	)	(1,686	)	(10,233	)
Real estate construction and development	(166		)	(3,339	)	(448	)	(6,423	)
Real estate mortgage:
One-to-four-family residential loans:
Bank portfolio	(345		)	(854	)	(965	)	(1,442	)
Mortgage Division portfolio	(2,746		)	(2,452	)	(5,774	)	(4,643	)
Home equity portfolio	(1,247		)	(1,682	)	(1,988	)	(2,831	)
Multi-family residential loans	(159		)	(237	)	(162	)	(1,169	)
Commercial real estate loans	(1,156		)	(4,037	)	(2,633	)	(7,390	)
Consumer and installment	(42		)	(194	)	(98	)	(269	)
Total	(6,871		)	(17,947	)	(13,754	)	(34,400	)
Recoveries of loans previously charged-off:
Commercial, financial and agricultural	1,023			2,686		2,090		5,744
Real estate construction and development	1,321			2,986		1,716		3,719
Real estate mortgage:
One-to-four-family residential loans:
Bank portfolio	172			504		348		644
Mortgage Division portfolio	952			551		1,910		1,522
Home equity portfolio	164			168		261		309
Multi-family residential loans	141			32		141		43
Commercial real estate loans	522			858		1,240		2,846
Consumer and installment	39			41		79		90
Total	4,334			7,826		7,785		14,917
Net loans charged-off	(2,537		)	(10,121	)	(5,969	)	(19,483	)
Provision for loan losses	—			—		—		2,000
Allowance for loan losses, end of period	$	85,633		120,227		85,633		120,227

Our net loan charge-offs were $2.5 million and $6.0 million for the three and six months ended June 30, 2013, respectively, as compared to $10.1 million and $19.5 million for the comparable periods in 2012. Our annualized net loan charge-offs as a percentage of average loans were 0.36% and 0.43% for the three and six months ended June 30, 2013, respectively, compared to 1.33% and 1.25% for the comparable periods in 2012. During the first six months of2013, as compared to the comparable period in 2012, we experienced a decrease in net loan charge-offs in all of our loan categories, with the exception of our Mortgage Division. The decrease in our overall net loan charge-off levels for the three and six months ended June 30, 2013, as compared to the comparable periods in 2012, is primarily attributable to the following:

• A decrease in net loan charge-offs associated with our commercial, financial and agricultural portfolio of $2.5 million and $4.9 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Net loan recoveries associated with this portfolio were $13,000 and $404,000 for the three and six months ended June 30, 2013, respectively, as compared to net loan charge-offs of $2.5 million and $4.5 million for the comparable periods in 2012;

58

• A decrease in net loan charge-offs associated with our real estate construction and development portfolio of $1.5 million and $4.0 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Net loan recoveries associated with this portfolio were $1.2 million and $1.3 million for the three and six months ended June 30, 2013, respectively, as compared to net loan charge-offs of $353,000 and $2.7 million for the comparable periods in 2012; and

• A decrease in net loan charge-offs associated with our commercial real estate portfolio of $2.5 million and $3.2 million for the three and six months ended June 30, 2013, respectively, as compared to the comparable periods in 2012. Net loan charge-offs associated with this portfolio were $634,000 and $1.4 million for the three and six months ended June 30, 2013, respectively, as compared to net loan charge-offs of $3.2 million and $4.5 million for the comparable periods in 2012.

The following table summarizes the composition of our net loan charge-offs (recoveries) by region / business segment for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Mortgage Division	$	1,794		1,898		3,864		3,119
Florida	(1		)	(116	)	1,305		995
Northern California	(15		)	2,973		(102	)	3,111
Southern California	196			2,141		94		2,924
Chicago	128			386		317		(65	)
Missouri	639			793		720		4,600
Texas	(152		)	(516	)	(230	)	991
Northern and Southern Illinois	380			1,585		678		1,877
Other	(432		)	977		(677	)	1,931
Total net loan charge-offs	$	2,537		10,121		5,969		19,483

We continue to closely monitor our loan portfolio and address the ongoing challenges posed by the weakened economic environment that has directly impacted and continues to impact many of our market segments. Specifically, we continue to focus on loan portfolio segments in which we have experienced significant loan charge-offs, such as real estate construction and development and one-to-four-family residential, and on loan portfolio segments that could generate additional loan charge-offs in the future, such as commercial real estate and commercial and industrial. We consider these factors in our overall assessment of the adequacy of our allowance for loan losses.

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 our loan portfolio. Factors are applied to the loan portfolio for each category of loan risk to determine acceptable levels of allowance for loan losses. Furthermore, management has implemented additional procedures to analyze concentrations in our real estate portfolio in light of economic and market conditions. These procedures include enhanced reporting to track land, lot, construction and finished inventory levels within our real estate construction and development portfolio. 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, changes to the allowance for loan losses may be required due to the perceived risk of particular portfolios. 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 changes 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, adjustments are made to the allowance for loan losses. Such adjustments are reflected in our consolidated statements of operations.

We record charge-offs on nonperforming loans typically within 30 to 90 days of the credit relationship reaching nonperforming loan status. We measure impairment and the resulting charge-off amount based primarily on third party appraisals. As such, rather than carrying specific reserves on nonperforming loans, we generally recognize a loan loss through a charge to the allowance for loan losses once the credit relationship reaches nonperforming loan status.

The allocation of the allowance for loan losses by loan category is a result of the application of our risk rating system augmented by historical loss data by loan type and other qualitative analysis. Consequently, the distribution of the allowance for loan losses will change from period to period due to the following factors:

• Changes in the aggregate loan balances by loan category;

59

• Changes in the identified risk in individual loans in our loan portfolio over time, excluding those homogeneous categories of loans such as consumer and installment loans and residential real estate mortgage loans for which risk ratings are changed based on payment performance;

• Changes in historical loss data as a result of recent charge-off experience by loan type; and

• Changes in qualitative factors such as changes in economic conditions, the volume of nonaccrual and potential problem loans by loan category and geographical location, and changes in the value of the underlying collateral for collateral-dependent loans.

The following table is a summary of the allocation for loan losses to loans by category as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
Commercial, financial and agricultural	2.35	%	2.22	%
Real estate construction and development	6.82		8.25
Real estate mortgage:
One-to-four-family residential loans	3.78		3.94
Multi-family residential loans	4.07		4.10
Commercial real estate loans	2.14		2.07
Consumer and installment	1.61		2.08
Total	3.04		3.13

The changes in the percentage of the allocated allowance for loan losses to loans in these portfolio segments are reflective of changes in the overall level of special mention loans, potential problem loans, performing TDRs and nonaccrual loans within each of these portfolio segments, in addition to other qualitative and quantitative factors, including loan growth in certain portfolio segments.

INTERESTRATERISKMANAGEMENT

The maintenance of a satisfactory level of net interest income is a primary factor in our ability to achieve acceptable income levels. However, the maturity and repricing characteristics of our loan and investment portfolios may differ significantly from those within our deposit structure. The nature of the loan and deposit markets within which we operate, and our objectives for business development within those markets at any point in time, influence these characteristics. In addition, the ability of borrowers to repay loans and the possibility of depositors withdrawing funds prior to stated maturity dates introduces divergent option characteristics that fluctuate as interest rates change. These factors cause various elements of our balance sheet to react in different manners and at different times relative to changes in interest rates, potentially leading to increases or decreases in net interest income over time. Depending upon the direction and magnitude of interest rate movements and their effect on the specific components of our balance sheet, the effects on net interest income can be substantial. Consequently, it is critical that we establish effective control over our exposure to changes in interest rates. We strive to manage our interest rate risk by:

• Maintaining an Asset Liability Committee, or ALCO, responsible to our Board of Directors and Executive Management, to review the overall interest rate risk management activity and approve actions taken to reduce risk;

• Employing a financial simulation model to determine our exposure to changes in interest rates;

• Coordinating the lending, investing and deposit-generating functions to control the assumption of interest rate risk; and

• Utilizing various financial instruments, including derivatives, to offset inherent interest rate risk should it become excessive.

The objective of these procedures is to limit the adverse impact that changes in interest rates may have on our net interest income.

The ALCO has overall responsibility for the effective management of interest rate risk and the approval of policy guidelines. The ALCO includes our President and Chief Executive Officer, Chief Financial Officer, Controller, Chief Investment Officer, Chief Credit Officer, Chief Banking Officer, Executive Vice President of Retail Banking, Director of Risk Management and Audit, and certain other senior officers. The Asset Liability Management Group, which monitors interest rate risk, supports the ALCO, prepares analyses for review by the ALCO and implements actions that are either specifically directed by the ALCO or established by policy guidelines.

In managing sensitivity, we strive to reduce the adverse impact on earnings by managing interest rate risk within internal policy constraints. Our policy is to manage exposure to potential risks associated with changing interest rates by maintaining a balance sheet posture in which annual net interest income is not significantly impacted by reasonably possible near-term changes in interest rates. To measure the effect of interest rate changes, we project our net income over a two-year horizon on a pro forma basis. The analysis assumes various scenarios for increases and decreases in interest rates including both instantaneous and gradual, and parallel and non-parallel, shifts in the yield curve, in varying amounts. For purposes of arriving at reasonably possible near-term changes in interest rates, we include scenarios based on actual changes in interest rates, which have occurred over a two-year period, simulating both a declining and rising interest rate scenario.

60

We are “asset-sensitive,” indicating that our assets would generally re-price with changes in interest rates more rapidly than our liabilities, and our simulation model indicates a loss of projected net interest income should interest rates decline. While a decline in interest rates of less than 50 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 50 basis points indicates a pre-tax projected loss of approximately 5.7% of net interest income, based on assets and liabilities at June 30, 2013. At June 30, 2013, 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 the effect of significant declines in interest rates that began in late 2007 and continued throughout 2008 and 2009 to historically low levels that remain prevalent in the current marketplace, and the overall level of our nonperforming assets, has negatively impacted our net interest income and is expected to continue to impact the level of our net interest income throughout the near future.

We also prepare and review a more traditional interest rate sensitivity position in conjunction with the results of our simulation model. The following table presents the projected maturities and periods to repricing of our rate sensitive assets and liabilities as of June 30, 2013, adjusted to account for anticipated prepayments:

	Three Months or Less			Over Three through Six Months		Over Six through Twelve Months		Over One through Five Years	Over Five Years	Total
	(dollars expressed in thousands)
Interest-earning assets:
Loans (1)	$	1,452,368		177,004		253,715		797,282	140,580	2,820,949
Investment securities	91,348			89,199		171,770		1,292,243	860,155	2,504,715
FRB and FHLB stock	27,674			—		—		—	—	27,674
Short-term investments	423,139			—		—		—	—	423,139
Total interest-earning assets	$	1,994,529		266,203		425,485		2,089,525	1,000,735	5,776,477
Interest-bearing liabilities:
Interest-bearing demand deposits	$	235,536		146,414		95,487		70,024	89,121	636,582
Money market deposits	1,604,490			—		—		—	—	1,604,490
Savings deposits	49,030			40,378		34,610		49,030	115,365	288,413
Time deposits	295,922			266,339		272,203		259,402	89	1,093,955
Other borrowings	35,228			—		—		—	—	35,228
Subordinated debentures	282,481			—		—		—	71,691	354,172
Total interest-bearing liabilities	$	2,502,687		453,131		402,300		378,456	276,266	4,012,840
Interest-sensitivity gap:
Periodic	$	(508,158	)	(186,928	)	23,185		1,711,069	724,469	1,763,637
Cumulative	(508,158		)	(695,086	)	(671,901	)	1,039,168	1,763,637
Ratio of interest-sensitive assets to interest-sensitive liabilities:
Periodic	0.80			0.59		1.06		5.52	3.62	1.44
Cumulative	0.80			0.76		0.80		1.28	1.44

____________________

(1) Loans are presented net of net deferred loan costs (fees).

Management made certain assumptions in preparing the foregoing table. These assumptions included:

• Loans will repay at projected repayment rates;

• Mortgage-backed securities, included in investment securities, will repay at projected repayment rates;

• Interest-bearing demand accounts and savings deposits will behave in a projected manner with regard to their interest rate sensitivity; and

• Fixed maturity deposits will not be withdrawn prior to maturity.

A significant variance in actual results from one or more of these assumptions could materially affect the results reflected in the foregoing table.

We were in an overall asset-sensitive position of $1.76 billion, or 28.4% of our total assets at June 30, 2013. We were in an overall liability-sensitive position on a cumulative basis through the twelve-month time horizon of $671.9 million, or 10.8% of our total assets at June 30, 2013.

The interest-sensitivity position is one of several measurements of the impact of interest rate changes on net interest income. Its usefulness in assessing the effect of potential changes in net interest income varies with the constant change in the composition of our assets and liabilities and changes in interest rates. For this reason, we place greater emphasis on our simulation model for monitoring our interest rate risk exposure.

61

As previously discussed, we utilize derivative instruments to assist in our management of interest rate sensitivity by modifying the repricing, maturity and option characteristics of certain assets and liabilities. We also sell interest rate swap agreement contracts to certain customers who wish to modify their interest rate sensitivity. We offset the interest rate risk of these swap agreements by simultaneously purchasing matching interest rate swap agreement contracts with offsetting pay/receive rates from other financial institutions. Because of the matching terms of the offsetting contracts, the net effect of the changes in the fair value of the paired swaps is minimal.

The derivative instruments we held as of June 30, 2013 and December 31, 2012 are summarized as follows:

	June 30, 2013			December 31, 2012
	Notional Amount		Credit Exposure	Notional Amount	Credit Exposure
	(dollars expressed in thousands)
Customer interest rate swap agreements	$	9,871	53	12,149	115
Interest rate lock commitments	38,384		68	59,932	1,837
Forward commitments to sell mortgage-backed securities	67,600		2,478	107,700	—

The notional amounts of our derivative 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 instruments and the collateral held to support the credit exposure was of no value.

Our derivative instruments are more fully described in Note 7 to our consolidated financial statements.

LIQUIDITYMANAGEMENT

First Bank. 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. First Bank receives funds for liquidity from customer deposits, loan payments, maturities of loans and investments, sales of investments and earnings before provision for loan losses. In addition, we may avail ourselves of other sources of funds by issuing certificates of deposit in denominations of $100,000 or more (including certificates issued through the Certificate of Deposit Account Registry Service, or CDARS program), selling securities under agreements to repurchase, and utilizing borrowings from the FHLB, the FRB and other borrowings.

As a financial intermediary, we are subject to liquidity risk. We closely monitor our liquidity position through our Liquidity Management Committee and we continue to implement actions deemed necessary to maintain an appropriate level of liquidity in light of ongoing unstable market conditions, changes in loan funding needs, operating and debt service requirements, current deposit trends and events that may occur in conjunction with our Capital Plan. We continue to seek opportunities to improve our overall liquidity position, and we maintain an efficient collateral management process that allows us to maximize our overall collateral position related to our alternative borrowing sources. In conjunction with our liquidity management process, we analyze and manage short-term and long-term liquidity through an ongoing review of internal funding sources, projected cash flows from loans, securities and customer deposits, internal and competitor deposit pricing structures and maturity profiles of current borrowing sources. We utilize planning, management reporting and adverse stress scenarios to monitor sources and uses of funds on a daily basis to assess cash levels to ensure adequate funds are available to meet normal business operating requirements and to supplement liquidity needs to meet unusual demands for funds that may result from an unexpected change in customer deposit levels or potential planned or unexpected liquidity events that may arise from time to time.

First Bank continues to maintain a significant amount of available balance sheet liquidity to provide funds for future loan growth initiatives and in anticipation of the expected sale of our ABS line of business, which is expected to be completed during the fourth quarter of 2013 and require a cash outlay of approximately $480.0 million. Our cash and cash equivalents were $515.5 million and $518.8 million at June 30, 2013 and December 31, 2012, respectively. The majority of these funds were maintained in our correspondent bank account with the FRB. The decrease in our cash and cash equivalents of $3.3 million is further discussed under “— Financial Condition.”

Our unpledged investment securities decreased$159.1 million to $2.26 billion at June 30, 2013, from $2.42 billion at December 31, 2012, and are mostly comprised of highly liquid and readily marketable available-for-sale investment securities. The combined level of cash and cash equivalents and unpledged investment securities provided us with total available liquidity of $2.78 billion and $2.94 billion at June 30, 2013 and December 31, 2012, respectively. Our available liquidity of $2.78 billion represents 44.7% of total assets at June 30, 2013, in comparison to $2.94 billion, or 45.2% of total assets, at December 31, 2012. Our loan-to-deposit ratio increased to 58.5% at June 30, 2013 from 53.4% at December 31, 2012, primarily as a result of the reclassification of $550.6 million of deposits associated with our ABS line of business to liabilities of discontinued operations at June 30, 2013.

During the first quarter of 2013, we reclassified certain of our available-for-sale investment securities to held-to-maturity investment securities at their respective fair values, which totaled $242.5 million in aggregate, as further described in Note 3 to our consolidated

62

financial statements. The net gross unrealized gain on these available-for-sale investment securities at the time of transfer was $5.0 million, in aggregate, and was recorded as additional premium on the investment securities and is being amortized over the remaining lives of the respective securities. The unrealized gain included as a component of accumulated other comprehensive income at the time of transfer was $2.8 million, in aggregate, net of tax of $2.2 million, in aggregate. The amortization of the unrealized gain reported in stockholders' equity is being amortized as an adjustment to interest income on investment securities over the remaining lives of the respective securities. Consequently, the combined amortization of the additional premium and the unrealized gain have no impact on interest income on investment securities. The determination of the reclassification was made by management based on our current and expected future liquidity levels and the resulting intent to hold those investment securities to maturity.

During the first six months of2013, we reduced our aggregate funds acquired from other sources of funds by $71.4 million to $415.4 million at June 30, 2013, from $486.8 million at December 31, 2012. These other sources of funds include certificates of deposit of $100,000 or more and other borrowings, which are comprised of daily securities sold under agreements to repurchase. The decrease was attributable to a reduction in certificates of deposit of $100,000 or more of $80.6 million, partially offset by an increase in our daily repurchase agreements of $9.2 million. The reduction in certificates of deposit of $100,000 or more was primarily attributable to a planned reduction of higher rate, single-service certificate of deposit relationships. The following table presents the maturity structure of these other sources of funds at June 30, 2013:

	Certificates of Deposit of $100,000 or More		Other Borrowings	Total
	(dollars expressed in thousands)
Three months or less	$	105,289	35,228	140,517
Over three months through six months	98,490		—	98,490
Over six months through twelve months	85,842		—	85,842
Over twelve months	90,571		—	90,571
Total	$	380,192	35,228	415,420

In addition to these sources of funds, First Bank has established a borrowing relationship with the FRB. First Bank's borrowing capacity through its relationship with the FRB was approximately $322.7 million and $344.0 million at June 30, 2013 and December 31, 2012, respectively. This borrowing relationship, which is secured primarily by commercial loans, provides an additional liquidity facility that may be utilized for contingency liquidity purposes. First Bank did not have any FRB borrowings outstanding at June 30, 2013 or December 31, 2012.

First Bank also has a borrowing relationship with the FHLB. First Bank's borrowing capacity through its relationship with the FHLB was approximately $360.0 million and $363.2 million at June 30, 2013 and December 31, 2012, respectively. The borrowing relationship is secured by one-to-four-family residential, multi-family residential and commercial real estate loans. First Bank requests advances and/or repays advances from the FHLB based on its current and future projected liquidity needs. First Bank did not have any FHLB advances outstanding at June 30, 2013 or December 31, 2012.

As a means of further contingency funding, First Bank may use broker dealers to acquire deposits to fund both short-term and long-term funding needs, including brokered money market accounts, and has available funding, subject to certain limits, through the CDARS program. Exclusive of the CDARS program, First Bank does not currently utilize broker dealers to acquire deposits.

We believe First Bank has sufficient liquidity to meet its current and future near-term liquidity needs; however, no assurance can be made that First Bank's liquidity position will not be materially, adversely affected in the future.

First Banks, Inc. First Banks, Inc. is a separate and distinct legal entity from its subsidiaries. The Company's liquidity position is affected by dividends received from its subsidiaries and the amount of cash and other liquid assets on hand, payment of interest and dividends on debt and equity instruments issued by the Company (all of which are presently suspended or deferred), capital contributions the Company makes into its subsidiaries, any redemption of debt for cash issued by the Company, and proceeds the Company raises through the issuance of debt and/or equity instruments, if any. The Company's unrestricted cash totaled $2.5 million and $2.7 million at June 30, 2013 and December 31, 2012, respectively.

On March 20, 2013, the Company entered into a Revolving Credit Note and a Stock Pledge Agreement with Investors of America Limited Partnership, or Investors of America, LP, as further described in Note 8 and Note 16 to our consolidated financial statements. The agreement provides for a $5.0 million secured revolving line of credit to be utilized for general working capital needs and replaced a previous credit agreement that matured on December 31, 2012. This borrowing arrangement, which has a maturity date of March 31, 2014 and an interest rate of LIBOR plus 300 basis points, is intended to supplement, on a contingent basis, the parent company's overall level of unrestricted cash to cover the parent company's projected operating expenses should the parent company's existing cash resources become insufficient in the future. There have been no balances outstanding under this borrowing arrangement since its inception.

63

We cannot be assured of our ability to access future liquidity through debt markets. The Company's ability to access debt markets on terms satisfactory to us will depend on our financial performance and conditions in the capital markets, economic conditions and a number of other factors, many of which are outside of our control.

Additional long-term funding is provided by our junior subordinated debentures, as further described in Note 9 to our consolidated financial statements. As of June 30, 2013, we had 13 affiliated Delaware or Connecticut statutory and business trusts that were created for the sole purpose of issuing trust preferred securities. The sole assets of the statutory and business trusts are our junior subordinated debentures.

We agreed, among other things, not to pay any dividends on our common or preferred stock or make any distributions of interest or other sums on our trust preferred securities without the prior approval of the FRB, as previously discussed under “Overview —Regulatory Agreements.”

In August 2009, we announced the deferral of our regularly scheduled interest payments on our outstanding junior subordinated debentures relating to our $345.0 million of trust preferred securities beginning with the regularly scheduled quarterly interest payments that would otherwise have been made in September and October 2009. The terms of the junior subordinated debentures and the related trust indentures allow us to defer such payments of interest for up to 20 consecutive quarterly periods without triggering a payment default or penalty. Such payment default or penalty would likely have a material adverse effect on our business, financial condition and results of operations. The Company has deferred such payments for 16 quarterly periods as of June 30, 2013. During the deferral period, we may not, among other things and with limited exceptions, pay cash dividends on or repurchase our common stock or preferred stock nor make any payment on outstanding debt obligations that ranks equally with or junior to our junior subordinated debentures. Accordingly, we also suspended the payment of cash dividends on our outstanding common stock and preferred stock beginning with the regularly scheduled quarterly dividend payments on our preferred stock that would otherwise have been made in August and September 2009, as further described in Note 10 to our consolidated financial statements.

The Company's financial position may be adversely affected if it experiences increased liquidity needs if any of the following events occur:

• First Bank continues to be unable or prohibited by its regulators to pay a dividend to the Company sufficient to satisfy the Company's operating cash flow needs. The Company's ability to receive future dividends from First Bank to assist the Company in meeting its operating requirements, both on a short-term and long-term basis, is currently subject to regulatory approval, as further described above and under “Overview —Regulatory Agreements;”

• We deem it advisable, or are required by regulatory authorities, to use cash maintained by the Company to support the capital position of First Bank;

• First Bank fails to remain “well-capitalized” and, accordingly, First Bank is required to pledge additional collateral against its borrowings and is unable to do so. As discussed above, First Bank has no outstanding borrowings at June 30, 2013, with the exception of $35.2 million of daily repurchase agreements utilized by customers as an alternative deposit product, and has substantial borrowing capacity through its relationships with the FHLB and the FRB, as previously discussed; or

• The Company has difficulty raising cash through the future issuance of debt or equity instruments or by accessing additional sources of credit.

The Company's financial flexibility may be severely constrained if we are unable to maintain our access to funding or if adequate financing on terms acceptable to us is not available in the marketplace. If we are required to rely more heavily on more expensive funding sources to support our business, our revenues may not increase proportionately to cover our costs. In this case, our operating margins would likely be materially adversely affected. A lack of liquidity and/or cost-effective funding alternatives could materially adversely affect our business, financial condition and results of operations.

64

Other Commitments and Contractual Obligations. We have entered into long-term leasing arrangements and other commitments and contractual obligations in conjunction with our ongoing operating activities. The required payments under such leasing arrangements, other commitments and contractual obligations at June 30, 2013 were as follows:

	Less Than 1 Year		1-3 Years	3-5 Years	Over 5 Years	Total (1)
	(dollars expressed in thousands)
Operating leases (2)	$	9,018	13,074	7,424	12,052	41,568
Certificates of deposit (3)	833,470		226,034	34,362	89	1,093,955
Other borrowings	35,228		—	—	—	35,228
Subordinated debentures (4)	—		—	—	354,172	354,172
Preferred stock issued under the CPP (4) (5)	—		—	—	310,170	310,170
Other contractual obligations	388		7	—	—	395
Total	$	878,104	239,115	41,786	676,483	1,835,488

____________________

(1) Amounts exclude ASC Topic 740 unrecognized tax liabilities of $836,000 and related accrued interest expense of $121,000 for which the timing of payment of such liabilities cannot be reasonably estimated as of June 30, 2013.

(2) Amounts exclude the related accrued interest expense on certificates of deposit of $401,000 as of June 30, 2013.

(3) Amounts exclude the accrued interest expense on junior subordinated debentures and the accrued dividends declared on preferred stock issued under the CPP of $55.2 million and $71.8 million, respectively, as of June 30, 2013. As further described under “Overview – Regulatory Agreements,” we currently may not make any distributions of interest or other sums on our junior subordinated debentures and related underlying trust preferred securities without the prior approval of the FRB.

(4) Represents amounts payable upon redemption of the Class C Preferred Stock and the Class D Preferred Stock issued under the CPP of $295.4 million and $14.8 million, respectively.

EFFECTS OFNEWACCOUNTINGSTANDARDS

In July 2012, the FASB issued ASU 2012-02 - Intangibles - Goodwill and Other (Topic 350) -Testing Indefinite-Lived Intangible Assets for Impairment. The provisions of this ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform a quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other Than Goodwill. This ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. We adopted the requirements of this ASU on January 1, 2013, which did not have a material impact on our consolidated financial statements or results of operations or the disclosures presented in our consolidated financial statements.

In October 2012, the FASB issued ASU 2012-06 - Business Combinations (Topic 805) - Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution (a consensus of the FASB Emerging Issues Task Force). This ASU clarifies the applicable guidance for subsequently measuring an indemnification asset recognized as a result of a government-assisted acquisition of a financial institution. Under this ASU, when a reporting entity recognizes an indemnification asset as a result of a government-assisted acquisition of a financial institution and, subsequently, a change in the cash flows expected to be collected on the indemnification asset occurs (as a result of a change in cash flows expected to be collected on the assets subject to indemnification), the reporting entity should subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement (that is, the lesser of the term of the indemnification agreement and the remaining life of the indemnified assets). This ASU is effective for interim and annual periods beginning after December 15, 2012, and is required to be applied prospectively. We adopted the requirements of this ASU on January 1, 2013, which did not have a material impact on our consolidated financial statements or results of operations or the disclosures presented in our consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02 -Comprehensive Income (ASC Topic 220)-Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires an entity to provide, either on the face of the statement where net income is presented or in the notes to financial statements, information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to include significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. Amounts not required under GAAP to be reclassified in their entirety to net income are required to be cross-referenced to other disclosures required under GAAP that provide additional detail on those amounts. The amendments of this ASU are effective for interim and annual periods beginning after December 15, 2012, and are required to be applied prospectively. We adopted the requirements of this ASU on January 1, 2013, which did not have a material impact on our consolidated financial statements or results of operations or the disclosures presented in our consolidated financial statements.

65

ITEM3–QUANTITATIVE ANDQUALITATIVEDISCLOSURES ABOUTMARKETRISK

The quantitative and qualitative disclosures about market risk are included under “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations — Interest Rate Risk Management,” appearing on pages 60 through 62 of this report.

ITEM4–CONTROLS ANDPROCEDURES

The Company’s management, including our President and Chief Executive Officer and our Chief Financial Officer, have 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 President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports its files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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 affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM1–LEGALPROCEEDINGS

The information required by this item is set forth in Part I, Item 1 – Financial Statements, under Note 17, Contingent Liabilities, to our consolidated financial statements appearing elsewhere in this report and is incorporated herein by reference.

In the ordinary course of business, we and our subsidiaries become involved in legal proceedings, including litigation arising out of our efforts to collect outstanding loans. It is not uncommon for collection efforts to lead to so-called “lender liability” suits in which borrowers may assert various claims against us. From time to time, we are party to other legal matters arising in the normal course of business. While some matters pending against us specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at very early stages of the legal process. We record a loss accrual for all legal matters for which we deem a loss is probable and can be reasonably estimated. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition or results of operations.

The Company and First Bank entered into agreements with the FRB and MDOF, as further described under “Item 2 —Management’s Discussion and Analysis of Financial Condition and Results of Operations —Regulatory Agreements” and in Note 11 to our consolidated financial statements.

ITEM1A–RISKFACTORS

Readers of our Quarterly Report on Form 10-Q should consider certain risk factors in conjunction with the other information included in this Quarterly Report on Form 10-Q. Refer to “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of these risks.

66

ITEM6–EXHIBITS

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

Exhibit Number	Description
10.1	Purchase and Assumption Agreement by and among First Bank and Union Bank, N.A., dated May 13, 2013 – filed herewith.
31.1	Rule 13a-14(a) / 15d-14(a) Certifications of Chief Executive Officer – filed herewith.
31.2	Rule 13a-14(a) / 15d-14(a) Certifications of Chief Financial Officer – filed herewith.
32.1	Section 1350 Certifications of Chief Executive Officer – furnished herewith.
32.2	Section 1350 Certifications of Chief Financial Officer – furnished herewith.
101	Financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, formatted in XBRL interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements – furnished herewith.

67

SIGNATURES

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 thereunto duly authorized.

Date: August 9, 2013

FIRST BANKS, INC.
By:	/s/	Terrance M. McCarthy
		Terrance M. McCarthy
		President and Chief Executive Officer
		(Principal Executive Officer)
By:	/s/	Lisa K. Vansickle
		Lisa K. Vansickle
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

68

EX-10.1

EXHIBIT 10.1

Execution Version

PURCHASE AND ASSUMPTION AGREEMENT

dated as of

May 13, 2013

between

FIRST BANK

and

UNION BANK, N.A.

A/75499905.9

TABLE OF CONTENTS

			Page
ARTICLE 1		CERTAIN DEFINITIONS	1
	1.1	Certain Definitions	1
	1.2	Accounting Terms	8
ARTICLE 2		THE P&A TRANSACTION	9
	2.1	Purchase and Sale of Purchased Assets	9
	2.2	Assumption of Liabilities	9
	2.3	Purchase Price	10
	2.4	Sale and Transfer of Servicing	11
ARTICLE 3		CLOSING PROCEDURES; ADJUSTMENTS	11
	3.1	Closing	11
	3.2	Payment at Closing	11
	3.3	Adjustment of Purchase Price	11
	3.4	Proration; Other Closing Date Adjustments	12
	3.5	Seller Deliveries	12
	3.6	Purchaser Deliveries	13
	3.7	Delivery of the Loan Documents	13
	3.8	Collateral Assignments and Filing	13
	3.9	Allocation of Purchase Price	13
ARTICLE 4		TRANSITIONAL MATTERS	14
	4.1	Transitional Arrangements	14
	4.2	Customers	15
	4.3	Direct Credits	17
	4.4	Direct Debits	17
	4.5	Access to Records	18
	4.6	Interest Reporting and Withholding	18
	4.7	ATM Cards, Debit Cards and POS Cards	19
	4.8	Data Processing Conversion and Handling of Certain Items	19
	4.9	Expenses Relating to Transitional Matters	21

A/75499905.9 -i-

TABLE OF CONTENTS

(continued)

			Page
ARTICLE 5		REPRESENTATIONS AND WARRANTIES OF SELLER	21
	5.1	Corporate Organization and Authority	21
	5.2	No Conflicts	21
	5.3	Approvals and Consents	22
	5.4	Litigation and Undisclosed Liabilities	22
	5.5	Absence of Certain Changes	22
	5.6	Regulatory Matters	22
	5.7	Compliance with Laws	23
	5.8	Purchased Loans	23
	5.9	Records	24
	5.10	Title to Purchased Assets	24
	5.11	Personal Property	24
	5.12	Deposits	24
	5.13	Assumed Contracts	25
	5.14	Unit Employees; Labor Matters	25
	5.15	Insurance Coverage	26
	5.16	Bulk Sales Laws	26
	5.17	Brokers' Fees	26
	5.18	Available Funds	27
ARTICLE 6		REPRESENTATIONS AND WARRANTIES OF PURCHASER	27
	6.1	Corporate Organization and Authority	27
	6.2	No Conflicts	27
	6.3	Approvals and Consents	27
	6.4	Regulatory Matters	27
	6.5	Litigation and Undisclosed Liabilities	28
	6.6	Funds to be Available	28
	6.7	Brokers' Fees	28
ARTICLE 7		COVENANTS OF THE PARTIES	29
	7.1	Activity in the Ordinary Course	29

A/75499905.9 -ii-

TABLE OF CONTENTS

(continued)

			Page
	7.2	Access and Confidentiality	30
	7.3	Regulatory Approval	31
	7.4	Consents	32
	7.5	Efforts to Consummate; Further Assurances	32
	7.6	Notices	32
	7.7	Non-Competition; Non-Solicitation	33
	7.8	Exclusive Dealing	34
ARTICLE 8		TAXES AND EMPLOYEE MATTERS	34
	8.1	Tax Representations	34
	8.2	Proration of Taxes	34
	8.3	Sales and Transfer Taxes	35
	8.4	Payment of Amount Due under Article 8	35
	8.5	Assistance and Cooperation	35
	8.6	Employee Matters	35
ARTICLE 9		CONDITIONS TO CLOSING	38
	9.1	Conditions to Obligations of Purchaser	38
	9.2	Conditions to Obligations of Seller	39
ARTICLE 10		TERMINATION	40
	10.1	Termination	40
	10.2	Effect of Termination	41
	10.3	Certain Expenses	41
ARTICLE 11		INDEMNIFICATION	42
	11.1	Indemnification	42
	11.2	Exclusivity	46
	11.3	Limitations on Indemnity	46
ARTICLE 12		MISCELLANEOUS	46
	12.1	Survival	46
	12.2	Assignment	47
	12.3	Binding Effect	47

A/75499905.9 -iii-

TABLE OF CONTENTS

(continued)

		Page
12.4	Public Notice	47
12.5	Notices	47
12.6	Expenses	49
12.7	Governing Law; Consent to Jurisdiction	49
12.8	Waiver of Jury Trial	49
12.9	Entire Agreement; Amendment	51
12.10	Third-Party Beneficiaries	51
12.11	Counterparts	52
12.12	Headings	52
12.13	Severability	52
12.14	Interpretation	52
12.15	Specific Performance	53

A/75499905.9 -iv-

List of Exhibits

Exhibit 1.1(a)	Assumed Contracts
Exhibit 1.1(b)	Deposits
Exhibit 1.1(c)	Personal Property
Exhibit 1.1(d)	Purchased Loans
Exhibit 3.5(a)	Form of Bill of Sale
Exhibit 3.5(b)	Form of Assignment and Assumption Agreement
Exhibit 3.5(c)	Form of Assignment of Assumed Contracts and Assumption Agreement
Exhibit 4.1(b)	Conversion Data
Exhibit 4.1(f)	Transferred PO Boxes
Exhibit 4.5	Schedule of Fees for Access to Records
Exhibit 4.6(d)	CDARS CDs

A/75499905.9 -v-

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of May 13, 2013 (this “Agreement”), between First Bank, a Missouri state chartered bank with its principal office located in Creve Coeur, Missouri (“Seller”), and Union Bank, N.A., a national banking association, organized under the laws of the United States, with its principal office located in San Francisco, California (“Purchaser”).

RECITALS

WHEREAS, Seller desires to sell the Purchased Assets and transfer the Assumed Liabilities to Purchaser, and Purchaser desires to purchase the Purchased Assets and assume the Assumed Liabilities from Seller, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises and obligations set forth herein, the parties agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

1.1Certain Definitions. The terms set forth below are used in this Agreement with the following meanings:

“Accepting Employee” has the meaning set forth in Section 8.6(e).

“Accrued Interest” means, as of any date, (a) with respect to a Deposit, interest which is accrued on such Deposit to but excluding such date and not yet posted to the relevant deposit account and (b) with respect to a Purchased Loan, interest which is accrued on such Purchased Loan or such security to but excluding such date and not yet paid.

“ACH” has the meaning set forth in Section 4.3.

“ACH Direct Deposit Cut-Off Date” has the meaning set forth in Section 4.3.

“Adjusted Payment Amount” means (x) the aggregate balance (including Accrued Interest) of the Deposits, minus (y) the Purchase Price plus (z) the Assumed Vacation Accrual, each as set forth on the Final Closing Statement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Purchase and Assumption Agreement, including all schedules, exhibits and addenda, each as amended from time to time in accordance with Section 12.9(b).

“Assignment and Assumption Agreement” has the meaning set forth in Section 3.5(b).

“Assumed Contract Assignments” has the meaning set forth in Section 3.5(c).

“Assumed Contracts” means each of the contracts set forth on Exhibit 1.1(a), providedhowever, that Purchaser may, on or prior to the date that is sixty (60) calendar days following the

A/75499905.9 1

date of this Agreement and upon written notice to Seller, elect to remove any of such contracts from Exhibit 1.1(a), and such contracts shall no longer be Assumed Contracts. Exhibit 1.1(a) shall be updated, as mutually agreed to by Seller and Purchaser, as of the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the Closing Date).

“Assumed Liabilities” has the meaning set forth in Section 2.2(a).

“Assumed Vacation Days” has the meaning set forth in Section 8.6(g).

“AssumedVacation Accrual” has the meaning set forth in Section 8.6(g).

“Benefit Plan” means each employee benefit plan, program or other arrangement that is sponsored or maintained by Seller or any of its Affiliates or to which Seller or any of its Affiliates contributes or is obligated to contribute, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any cash bonus, cash incentive, cash compensation, severance, deferred compensation, vacation, employment, consulting, retention, change of control or fringe benefit plan, agreement, program or policy, in all cases, in which any of the Unit Employees or their dependents participate or have any right to benefits.

“Business Day” means a day on which banks are generally open for business in California and which is not a Saturday or Sunday nor a federal holiday.

“Cap” has the meaning set forth in Section 11.3.

“CDs” means certificates of deposit.

“CDARS CDs” has the meaning set forth in Section 4.6(d).

“Closing” and “Closing Date” refer to the closing of the P&A Transaction, which is to be held on such date as provided in Article 3 and which shall be deemed to be effective at 5:00 p.m., San Francisco time on such date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Controlling Party” has the meaning set forth in Section 11.1(f).

“CRA” has the meaning set forth in Section 5.6(d).

“Deductible” has the meaning set forth in Section 11.1(e)(i).

“Deposits” means all deposit liabilities with respect to deposit accounts that are held by Seller or any of its subsidiaries that constitute “deposits” for purposes of the Federal Deposit Insurance Act, 12 U.S.C. § 1813, and that are related to the Transferred Activities, including Accrued Interest, including but not limited to those that are categorized as demand deposit accounts, savings accounts, money market accounts, certificates of deposit, but excluding any

A/75499905.9 2

CDARS CDs and any deposits in any Inactive Accounts, closed accounts and accounts where the account customer is either in the process of moving the account to another depository institution or has informed Seller that it intends to do so. Exhibit 1.1(b) contains a list of the Deposits related to the Transferred Activities and the amounts of such Deposits, and the date of the most recent customer-generated deposit, withdraw or customer contact with respect to each account, in each case as of May 7, 2013, and such list shall be updated as of the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before the Closing Date).

“Direct Claim” has the meaning set forth in Section 11.1(d).

“Draft Allocation Statement” has the meaning set forth in Section 3.9(a).

“Draft Closing Statement” means a draft closing statement, prepared by Seller in a form mutually agreed to by the parties, on or about the close of business on the third (3rd) Business Day preceding the Closing Date setting forth Seller's reasonable estimated calculation of both the Purchase Price, the Estimated Payment Amount.

“Encumbrances” means all mortgages, claims, charges, liens, encumbrances, easements, limitations, restrictions, commitments and security interests, ordinances, restrictions, requirements, resolutions, laws or orders of any Regulatory Authority now or hereafter acquiring jurisdiction over the Purchased Assets, and all amendments or additions thereto in force as of the date of this Agreement or in force as of the Closing Date, except for statutory liens securing Taxes or other payments not yet due, liens incurred in the ordinary course of business, including liens in favor of mechanics or materialmen, and any such matters as do not materially and adversely affect the current use of the properties or assets subject thereto or affected thereby or which otherwise do not materially impair the business operations at such properties and except for obligations pursuant to applicable escheat and unclaimed property laws.

“End Date” has the meaning set forth in Section 10.1(e).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules, regulations and class exemptions of the U.S. Department of Labor thereunder.

“Estimated Payment Amount” means (x) the aggregate balance (including Accrued Interest) of the Deposits as of the Closing Date, minus (y) the Estimated Purchase Price, plus (z) the Assumed Vacation Accrual.

“Estimated Purchase Price” means the estimated Purchase Price as set forth on the Draft Closing Statement.

“Excluded Assets” has the meaning set forth in Section 2.1(b).

“Excluded Liabilities” has the meaning set forth in Section 2.2(b).

“Excluded Taxes” means (i) any Taxes of Seller or any of its Affiliates for, or applicable to, any period, (ii) any Taxes of, or relating to, the Purchased Assets, the Assumed Liabilities or

A/75499905.9 3

the Transferred Activities for, or applicable to, the Pre-Closing Tax Period, and (iii) any Transfer Taxes for which Seller is responsible pursuant to Section 8.3.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Rate” on any day means the per annum rate of interest (rounded upward to the nearest 1/100 of 1%) which is the weighted average of the rates on overnight federal funds transactions arranged on such day or, if such day is not a Business Day, the previous Business Day, by federal funds brokers computed and released by the Federal Reserve Bank of New York (or any successor) in substantially the same manner as such Federal Reserve Bank currently computes and releases the weighted average it refers to as the “Federal Funds Effective Rate” at the date of this Agreement.

“Final Allocation Statement” has the meaning set forth in Section 3.9(a).

“Final Closing Statement” means a final closing statement, prepared by Seller in the form and in accordance with the accounting policies used in preparing the Draft Closing Statement, on or before the twentieth (20th) calendar day following the Closing Date, setting forth both the Purchase Price and the Adjusted Payment Amount.

“Identified Employees” has the meaning set forth in Section 8.6(c)

“Inactive Account” means a deposit account with respect to which (1) no customer-generated deposit or withdrawal activity has occurred and (2) Seller's records indicate that no customer contact with respect to the account has occurred, in each case, during the preceding 24 months.

“Indemnified Person” has the meaning set forth in Section 11.1(c)(i).

“Indemnifying Person” has the meaning set forth in Section 11.1(c)(i).

“Information” has the meaning set forth in Section 7.2(b).

“IRS” means the Internal Revenue Service.

“Item” means (a) checks, drafts, negotiable orders of withdrawal and items of a like kind which are drawn on or deposited and credited to the Deposit accounts, and (b) payments, advances, disbursements, fees, reimbursements and items of a like kind that are debited or credited to the Purchased Loans.

“Knowledge of the Seller,” “Seller's Knowledge,” “Known to the Seller,” or other like words means, as to a particular fact or other matter, information actually known to Seller's senior officer, officers or managers of Seller actively engaged in the Transferred Activities or such information that a prudent person could be expected to discover after due inquiry appropriate under the circumstances. “Knowledge of Purchaser,” “Purchaser's Knowledge,” “Known to Purchaser,” or other like words means, as to a particular fact or other matter, information actually known to Purchaser's senior officer, local officers or managers of a branch office or such

A/75499905.9 4

information that a prudent person could be expected to discover after due inquiry appropriate under the circumstances.

“Leave Recipients” has the meaning set forth in Section 8.6(d)

“Loan Documents” means the Purchased Loan files and all documents included in Seller's file or imaging system with respect to a Purchased Loan, including Loan applications, notes, security agreements, deeds of trust, mortgages, Loan agreement, collectors notes, appraisals, credit reports, disclosures, titles to collateral (titles to cars, boats, etc.), all verifications (including employment verification, deposit verification, etc.), Loan agreements including building and Loan agreements, guarantees, pledge agreements, financing statements, intercreditor agreements, participation agreements, security and collateral agreements, sureties and insurance policies (including title insurance policies) and all written modifications, waivers and consents relating to any of the foregoing.

“Loans” mean all loans, advances or other extensions of credit as well as legally binding commitments and obligations to extend credit (including any unfunded or partially funded revolving loans, lines of credit or overdraft lines of credit).

“Loss” means all actions, costs, damages, disbursements, obligations, penalties, liabilities, losses, expenses, assessments, judgments, settlements or deficiencies (including any interest, penalties, investigation, legal and other reasonable out-of-pocket costs and expenses incurred in the investigation, collection, prosecution and defense of any action, suit, proceeding or claim and amounts paid in settlement).

“Loss Threshold” has the meaning set forth in Section 11.3.

“Material Adverse Effect” means, any circumstance, change in, or effect that, individually or in the aggregate with all other circumstances (a) with respect to Seller, will have a material adverse effect on (i) the Transferred Activities or (ii) the ability of Seller to timely perform any of its financial or other obligations under this Agreement or to timely consummate the P&A Transaction as contemplated by this Agreement and (b) with respect to Purchaser, will have a material adverse effect on the ability of Purchaser to consummate the P&A Transaction as contemplated by this Agreement.

“Net Book Value” means the carrying value of each of the Purchased Assets as reflected on the books of Seller in accordance with GAAP and consistent with the accounting policies and practices of Seller in effect as of the date of this Agreement. The components used in calculating the Net Book Value of the Purchase Assets in accordance with the preceding sentence are set forth in Section 1.1(b) of the Seller Disclosure Schedule.

“Non-Controlling Party” has the meaning set forth in Section 11.1(f).

“Obligor” has the meaning set forth in Section 5.8(a).

“Order” has the meaning set forth in Section 9.1(b).

A/75499905.9 5

“P&A Transaction” means the transfer of the Transferred Activities, including the purchase and sale of Purchased Assets and the assumption of Assumed Liabilities described in Sections 2.1 and 2.2.

“Past-Due” means any Loan with respect to which any principal or interest due on such Loan is due and unpaid for sixty (60) calendar days or more.

“Person” means any individual, corporation, company, partnership (limited or general), limited liability company, joint venture, association, trust or other business entity.

“Personal Property” means all furniture, fixtures, equipment and other tangible personal property listed on Exhibit 1.1(c), provided, however, that on or prior to the date that is sixty (60) calendar days following the date of this Agreement and upon written notice to Seller, Purchaser may elect to remove any of such items of person property from Exhibit 1.1(c), and such items of personal property shall no longer be Personal Property. Exhibit 1.1(c) shall be updated by Seller as of the date that is on or about three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before the Closing Date).

“POS” has the meaning set forth in Section 4.7.

“Pre-Closing Tax Period” means a Taxable period or portion thereof that ends on or prior to the Closing Date; if a Taxable period begins on or prior to the Closing Date and ends after the Closing Date, then the portion of the Taxable period that ends on and includes the Closing Date shall constitute the Pre-Closing Tax Period.

“Property Taxes” means real, personal and intangible ad valorem property Taxes.

“Purchase Price” has the meaning set forth in Section 2.3.

“Purchased Assets” has the meaning set forth in Section 2.1(a).

“Purchased Loans” means the Loans that are listed on Exhibit 1.1(d), including all overdrafts with respect thereto, provided, however, that the Purchased Loans shall not include any Loan that, as of the Closing Date, is (i) subject to a pending legal proceeding related to a Obligor's inability or refusal to pay such loan; (ii) with respect to which proceedings are pending against any Obligor or Obligors of such Loan under Title 11 of the United States Code; (iii) has been classified by Seller or any state or federal regulatory authority as “substandard,” “doubtful” or “loss,” or which would be so classified by Seller based on Seller's customary practices or (iv) Past-Due; providedfurther, that Purchaser may, on or prior to the date that is sixty (60) calendar days following the date that Seller provides or makes available to Purchaser the Loan Documents and records as provided in Section 4.1(a), and upon written notice to Seller, elect to remove any of such Loans from Exhibit 1.1(d), and such Loans shall no longer be Purchased Loans. Exhibit 1.1(d) contains a list of the Purchased Loans and the unpaid principal balance on each such Purchased Loan as of a date not earlier than five (5) calendar days prior to the date of this Agreement and shall be updated as of the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before the Closing Date).

“Purchaser Taxes” has the meaning set forth in Section 11.1(f).

A/75499905.9 6

“Records” means (a) as to the Purchased Loans, the Loan Documents and (b) as to other Purchased Assets and Assumed Liabilities, all records and original documents, or where reasonable and appropriate copies thereof, that relate directly thereto, or are in Seller's possession or control and pertain to and are necessary for the conduct of the Transferred Activities following the Closing; provided, however, that Records shall not include (i) general books of account and books of original entry that comprise Seller's permanent tax records, (ii) the books and records that Seller is required to retain pursuant to any applicable law or order and the books and records to the extent related to the assets of Seller other than the Purchased Assets or the Excluded Liabilities, provided that, with respect to any books and records covered by this subclause (ii), Purchaser shall be permitted to reasonably request copies of portions of such books and records to the extent information set forth therein relates to the Purchased Assets or the Assumed Liabilities and is reasonably necessary in connection with Purchaser's operation or administration of its business relating thereto; and provided, further, that Seller and its Affiliates shall have the right to retain a copy of all such records and documents regarding the Purchased Assets and Assumed Liabilities to the extent necessary to comply with applicable law or regulation or tax or accounting requirements, and such records and other documents shall continue to be subject to the confidentiality provisions of this Agreement.

“Regulatory Approval” means the approval of the United States Office of the Comptroller of the Currency with respect to Purchaser's assumption of the Deposits.

“Regulatory Authority” means any federal or state banking, other regulatory, self-regulatory or enforcement authority or any court, administrative agency or commission or other governmental authority or instrumentality.

“Restricted Entities” has the meaning set forth in Section 7.7(a).

“Returned Items” has the meaning set forth in Section 4.8(c).

“Seller Disclosure Schedule” means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

“Seller Taxes” has the meaning set forth in Section 11.1(f).

“Straddle Period” means any Taxable period beginning on or prior to and ending after the Closing Date.

“Survival Period” has the meaning set forth in Section 12.1(a).

“Tax Claim” has the meaning set forth in Section 11.1(f).

“Tax Returns” means any report, return, declaration, statement, claim for refund, information return or statement relating to Taxes or other information or document required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxes” means all taxes, including income, gross receipts, excise, real and personal and intangible property, sales, use, transfer (including transfer gains taxes), withholding, license,

A/75499905.9 7

payroll, recording, ad valorem and franchise taxes, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of another Person, imposed by the United States, or any state, local or foreign government or subdivision or agency thereof and such term shall include any interest, penalties or additions to tax attributable to such assessments. The term “Taxable” shall have a correlative meaning.

“Third-Party Claim” has the meaning set forth in Section 11.1(c)(i).

“Third-Party Reimbursement” has the meaning set forth in Section 11.1(e)(ii).

“Transaction Account” means any customer account within the Transferred Activities in respect of which deposits therein are withdrawable in practice upon demand or upon which third-party drafts may be drawn by the depositor, including checking accounts, negotiable order of withdrawal accounts and money market deposit accounts.

“Transfer Date” means (i) with respect to Unit Employees who are not Leave Recipients as of the Closing Date and who accept Purchaser's offer of employment, the Closing Date, and (ii) with respect to Unit Employees who are Leave Recipients as of the Closing Date and who accept Purchaser's offer of employment, the date of active commencement of a Unit Employee's employment with Purchaser or one of its Affiliates, as applicable.

“Transfer Taxes” has the meaning set forth in Section 8.3.

“Transferred Activities” means the business, as conducted by the Association Bank Services unit of Seller as of the date hereof, represented by the Purchased Assets and the Assumed Liabilities, and which consists of providing deposit, and/or lending and related banking and financial services to community associations, condominium associations, home owners associations and the managers of such associations.

“Transferred PO Boxes” has the meaning set forth in Section 4.1(f).

“Unit Employees” means the employees of Seller or its Affiliates whose primary responsibility is to support or manage the Transferred Activities.

“WARN” has the meaning set forth in Section 8.6(k).

“Welfare Benefits” shall mean the types of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA).

1.2Accounting Terms. All accounting terms not otherwise defined herein shall have the respective meanings assigned to them in accordance with consistently applied generally accepted accounting principles as in effect from time to time in the United States of America.

A/75499905.9 8

ARTICLE 2

THE P&A TRANSACTION

2.1Purchase and Sale of Purchased Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller's right, title and interest, as of the Closing Date, in and to the following (collectively, the “Purchased Assets”):

(i) the Assumed Contracts;

(ii) the Purchased Loans, plus Accrued Interest with respect to such Purchased Loans, as well as the collateral for the Purchased Loans, the Loan Documents and, to the extent owned, the servicing rights related thereto pursuant to Section 2.4;

(iii) the Personal Property;

(iv) the Records; and

(v) the Transferred PO Boxes.

(b)Purchaser understands and agrees that it is purchasing only the Purchased Assets specified in this Agreement, and Purchaser has no interest in or right to any other assets, properties or interests of Seller or any of its Affiliates (including any business relationship that Seller or its Affiliates may have with any customer of the Transferred Activities or otherwise of Seller or its Affiliates) (all assets, properties or interests, other than the Purchased Assets, the “Excluded Assets”).

2.2Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge as and when required as of or after the Closing, all duties, responsibilities, obligations or liabilities of Seller (of any kind, whether accrued, contingent or otherwise), other than the Excluded Liabilities, to be discharged, performed, satisfied or paid with respect to the period on or after the Closing Date relating to the Transferred Activities, including the following (collectively, the “Assumed Liabilities”):

(i) the Deposits;

(ii) duties, responsibilities, obligations and liabilities of Seller associated with the Purchased Assets, including the Purchased Loans (including the servicing of the Purchased Loans pursuant to Section 2.4), the Assumed Contracts, the Personal Property, and the Records;

(iii) all liabilities for (A) Taxes of, or relating to, the Purchased Assets, the Assumed Liabilities or the Transferred Activities (other than Excluded

A/75499905.9 9

Taxes) and (B) Purchaser's share of Transfer Taxes in accordance with Section 8.3; and

(iv) liabilities relating to the operation or condition of the Purchased Assets, items (i), (ii) and (iii) of the Assumed Liabilities or the Transferred Activities on or after the Closing.

(b)Notwithstanding anything to the contrary in this Agreement, Purchaser shall not, pursuant to or as a result of this Agreement, assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise assumed hereunder, including but not limited to the following (the “Excluded Liabilities”):

(i) any liability to the extent arising from or related to any breach of, default under, failure to perform, torts related to the performance of, violations of law, infringements or indemnities under, guaranties pursuant to and overcharges, underpayments or penalties on the part of Seller or any of its Affiliates arising prior to the Closing Date under, any Assumed Contract or other contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party prior to the Closing Date;

(ii) any liability (other than the Assumed Liabilities described in Section 2.2(a)) to the extent arising from or related to the operation or condition of the Purchased Assets, the Assumed Liabilities or the Transferred Activities prior to the Closing Date;

(iii) any liability with respect to or related to any Benefit Plan of Seller or any of Seller's Affiliates or relating to or arising from the employment of any person by Seller or any of Seller's Affiliates, including but not limited to any Accepting Employee;

(iv) all liabilities for Excluded Taxes; and

(v) any liability to the extent relating to an Excluded Asset, whether arising prior to or after the Closing Date.

2.3Purchase Price. The purchase price (“Purchase Price”) shall be the sum of the following U.S. dollar amounts, without duplication:

(a)an amount equal to ten percent (10%) of the average daily closing balance of the Deposits that are properly characterized by Seller as demand deposits, savings accounts and money market accounts for the thirty (30) calendar day period ending on the third (3rd) Business Day prior to the Closing Date, but excluding for purposes of such calculation (i) all Accrued Interest on the Deposits and (ii) without limitation all other Deposits;

(b)the aggregate Net Book Value of all the Purchased Assets; and

(c)Accrued Interest with respect to the Purchased Loans.

A/75499905.9 10

2.4Sale and Transfer of Servicing. To the extent applicable, the Purchased Loans shall be sold on a servicing-released basis and any related escrow deposits shall be transferred to Purchaser. As of the Closing Date, all applicable rights, obligations, liabilities and responsibilities with respect to the servicing of the Purchased Loans after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Purchased Loans after the Closing Date and Purchaser shall not assume and shall be discharged and indemnified by Seller from all liability with respect to servicing of the Purchased Loans on or prior to the Closing Date.

ARTICLE 3

CLOSING PROCEDURES; ADJUSTMENTS

3.1Closing. (a) The Closing will be held at the offices of Bingham McCutchen LLP, Three Embarcadero Center, San Francisco, California or such other place as may be agreed to by the parties.

(b)Subject to the satisfaction or, where legally permitted, the waiver of the conditions set forth in Article 9, the Closing Date shall be on the first Friday that is at least three (3) Business Days after the satisfaction or waiver (subject to applicable law) of each of the conditions set forth in Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing but subject to the satisfaction or waiver of those conditions) and, except as the parties may otherwise agree, does not fall within ten (10) calendar days before the end of a calendar quarter.

3.2Payment at Closing. (a) At the Closing, in consideration for the purchase of the Purchased Assets, Purchaser will assume the Assumed Liabilities and the following payment will be made: (i) if the Estimated Payment Amount is a positive amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to such positive amount, or (ii) if the Estimated Payment Amount is a negative amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the absolute value of such negative amount.

(b)All payments to be made hereunder by one party to the other shall be made by wire transfer of immediately available funds (in all cases to an account specified in writing by Seller or Purchaser, as the case may be, to the other not later than the third (3rd) Business Day prior to the Closing Date) on or before 12:00 noon San Francisco time on the date of payment.

(c)If any instrument of transfer contemplated herein shall be recorded in any public record before the Closing and thereafter the Closing does not occur, then at the request of such transferring party the other party will deliver (or execute and deliver) such instruments and take such other action as such transferring party shall reasonably request to revoke such purported transfer.

3.3Adjustment of Purchase Price. (a) On or before 12:00 noon, San Francisco time, on the twentieth (20th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable

A/75499905.9 11

Purchaser to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the Adjusted Payment Amount.

(b)The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of such accounting firm shall be divided equally between Seller and Purchaser.

(c)On or before 12:00 noon, San Francisco time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

3.4Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties that Seller will retain the Purchased Assets and the Assumed Liabilities for its own account until 11:59 p.m., San Francisco time, on the Closing Date, and that Purchaser shall hold the Purchased Assets and assume the Assumed Liabilities for its own account after the Closing Date. Thus, except as otherwise specifically provided in this Agreement, certain items of income and expense that relate to the Purchased Assets and the Assumed Liabilities shall be prorated as provided in Section 3.4(b) as of 11:59 p.m., San Francisco time, on the Closing Date. Those items being prorated will be handled at Closing as an adjustment to the Purchase Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed by the parties hereto.

(b)For purposes of this Agreement, items of proration and other adjustments shall include, to the extent relating to the Purchased Assets or the Assumed Liabilities, prepaid expenses and items and accrued but unpaid liabilities as of the close of business on the Closing Date. For the avoidance of doubt, FDIC insurance premiums shall not be prorated between the parties in any manner.

3.5Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:

(a)A bill of sale in substantially the form of Exhibit 3.5(a), pursuant to which the Personal Property shall be transferred to Purchaser;

A/75499905.9 12

(b)An assignment and assumption agreement in substantially the form of Exhibit 3.5(b) (except as otherwise required by local state law), with respect to the Assumed Liabilities, except for Purchased Loans as contemplated by Section 3.7 (the “Assignment and Assumption Agreement”);

(c)Assignment and assumption agreements in substantially the form of Exhibit 3.5(c), with respect to each of the Assumed Contracts for which all required third-party consents to the transfer thereof to Purchaser have been obtained (the “Assumed Contract Assignments”);

(d)The certificate required to be delivered by Seller pursuant to Section 9.1(e);

(e)The Draft Closing Statement; and

(f)The Records.

3.6Purchaser Deliveries. At the Closing, Purchaser shall deliver to Seller:

(a)The Assignment and Assumption Agreement;

(b)The Assumed Contract Assignments and such other instruments and documents as any party under an Assumed Contract may reasonably require as necessary for providing for the assumption by Purchaser of an Assumed Contract, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date;

(c)The certificate required to be delivered by Seller pursuant to Section 9.2(e).

3.7Delivery of the Loan Documents. On the Closing Date, Seller shall deliver to Purchaser or its designee the Loan Documents actually in the possession of Seller, in whatever form or medium (including imaged documents) then maintained by Seller. Promptly upon execution of this Agreement, Purchaser shall provide Seller with the exact name to which the Purchased Loans are to be endorsed, or whether any such Purchased Loans should be endorsed in blank. Seller will complete such endorsements and deliver the applicable Loan Documents, along with appropriate assignments of real property security instruments in recordable form and assignments of financing statements, at the Closing.

3.8Collateral Assignments and Filing. Seller shall take all such reasonable actions as requested by Purchaser to assist Purchaser in obtaining the valid perfection of a lien or security interest in the collateral, if any, securing each Purchased Loan sold on the Closing Date in favor of Purchaser or its designated assignee as secured party. Any such action shall be at the sole expense of Purchaser, and Purchaser shall reimburse Seller for all reasonable third-party costs incurred in connection therewith. In addition, Seller shall use reasonable efforts to take all actions necessary to vest in Purchaser as of the Closing Date all rights that Seller has prior to the Closing pursuant to any title policies for Purchased Loans.

3.9Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to

A/75499905.9 13

Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within one hundred twenty (120) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either the Seller's failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

(b)Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Purchased Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to this Agreement (including Section 3.3 or Section 11.1(g)) shall be allocated among the Purchased Assets by reference to the item or items to which such adjustment is attributable.

ARTICLE 4

TRANSITIONAL MATTERS

4.1Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to complete the transfer of account record responsibility for the Purchased Assets and the Deposits:

(a)Not later than five (5) calendar days after the date of this Agreement, Seller will provide to Purchaser, electronically or at such location as the parties may agree, (1) all Loan Documents and records related thereto as Purchaser may reasonably request in order to permit Purchaser to determine which Loans, if any, shall be excluded from the Purchased Loans and (2) copies of all Assumed Contracts in order to permit Purchaser to determine which Assumed Contracts, if any, shall be excluded from the Assumed Contracts.

A/75499905.9 14

(b)In order to facilitate Purchaser's transition activities following the Closing, Seller shall use commercially reasonable efforts to obtain and collect from its customers, vendors, records and systems and shall use commercially reasonable efforts to provide to Purchaser that data described on Exhibit 4.1(b) at or prior to the times indicated on that exhibit.

(c)Not later than fifteen (15) calendar days after the date of this Agreement, Seller will commence one or more meetings with Purchaser in person at such location or via teleconference or videoconference, as the parties may agree, to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility.

(d)Seller shall deliver to Purchaser the specifications and conversion sample files within its control, including information that Seller has the ability to obtain from its vendors and customers, within thirty (30) calendar days after the date of this Agreement.

(e)From time to time, prior to the Closing, but not to exceed four times, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide additional file-related information within its control, including information that Seller has the ability to obtain from its vendors and customers, including complete name and address, account masterfile, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Purchased Loans.

(f)From time to time prior to the Closing, Seller shall provide to Purchaser such information as Purchaser shall reasonably request related to customer lock box instructions, database information used for lockbox processing, inbound and outbound lockbox file requirements, layouts and sample files, sample reports, information on holds and stops, ACH set ups and authorizations for homeowners and arrangements in order for Purchaser to be in a position to integrate customer lock boxes as of the Closing Date. Seller agrees to transfer to Purchaser all post office boxes used for providing the Transferred Activities, which are listed on Exhibit 4.1(f) (the “Transferred PO Boxes”).

4.2Customers.

(a)Following the execution of this Agreement, Purchaser and Seller shall agree upon a written customer communication plan pursuant to which Seller shall, commencing on the date that the P&A Transaction is first publicly disclosed, and at such times prior to the Closing Date as may be specified in such plan, notify holders of Deposits that the Purchaser will be assuming liability for such Deposits, subject to the terms and conditions of this Agreement. Prior to Purchaser's receipt of the Regulatory Approval, such communications shall state that the completion of such transactions is subject to the receipt of the Regulatory Approval. Seller shall comply with such plan and shall send such communications and shall take such other measures reasonably requested by Purchaser to maximize customer retention for Purchaser's benefit.

(b)In addition, each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to customers and other Persons that either Seller or Purchaser, as the case may be, is required to give under applicable law or the terms of any other agreement between

A/75499905.9 15

Seller and any customer in connection with the transactions contemplated hereby. A party proposing to send or publish any notice or communication pursuant to this Section 4.2 shall furnish to the other party a copy of the proposed form of such notice or communication at least two (2) Business Days in advance of the proposed date of the first mailing, posting or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes that the other such party proposes as necessary to comply with applicable law. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser. As soon as reasonably practicable and in any event within thirty (30) calendar days after the date hereof, Seller shall provide to Purchaser a report of the names of the owners of the Deposits, any Person acting as the manager or performing a similar function with respect to such owners, the borrowers on the Purchased Loans and the customers provided with website hosting services, together with the mailing addresses and email addresses to which correspondence to such customers, managers and other such Persons is delivered with respect to the foregoing, along with any other identifying information with respect to such Persons that Purchaser may request, as of a recent date hereof in connection with the mailing of such materials and Seller shall provide updates to such report at reasonable intervals thereafter upon the reasonable request of Purchaser from time to time. No communications by Purchaser, and no communications by Seller outside the ordinary course of business, to any such owners, borrowers, customers or lessees as such shall be made prior to the Closing Date except as provided in this Agreement or otherwise agreed to by the parties in writing.

(c)Following the giving of any notice described in paragraph (b) above, Purchaser and Seller shall deliver to each new customer of the Transferred Activities such notice or notices as may be reasonably necessary to notify such new customers of Purchaser's pending assumption of liability for the Deposits and to comply with applicable law.

(d)Neither Purchaser nor Seller shall object to the use, by depositors of the Deposits, of payment orders or cashier's checks issued to or ordered by such depositors on or prior to the Closing Date, which payment orders bear the name, or any logo, trademark, service mark or the proprietary mark of Seller or any of its Affiliates; provided, however, that Purchaser shall notify Deposit account customers and Purchased Loan account customers that, upon the expiration of a post-Closing processing period, which shall be ninety (90) calendar days after the Closing Date, any Items that are drawn on Seller shall not thereafter be honored by Seller. Such notice shall be given by delivering written instructions to such effect to such Deposit account customers and Purchased Loan account customers in accordance with this Section 4.2.

(e)During the period beginning on the Closing Date and ending on the 90th calendar day thereafter, Seller shall (A) accept as a correspondent bank for forwarding to Purchaser all Items that are presented to Seller for payment or credit in any manner including through Seller's Federal Reserve cash letters or correspondent bank cash letters or deposited by correspondent banks or others but excluding ATM withdrawals, deposits and transfers unless initiated with an automated teller machine card issued by Purchaser; and (B) send all such items in the form of an ICL (Image Cash Letter) and make available to Purchaser no later than 9:00 p.m., San Francisco time, on the same Business Day as presented to Seller. For deposits processed in error, Seller

A/75499905.9 16

will settle with the Purchaser for these deposits on day of discovery not to exceed one Business Day. Purchaser will settle with the Deposit account customers.

4.3Direct Credits

(a)Following the Closing, FedWire deposits received by Seller for credit to accounts constituting Deposits shall be returned (as soon as is practicable after receipt) to the originator. Seller shall, for ninety (90) days post-closing, notify Purchaser of all such returns on the same day as the return.

(b)Seller shall transfer to Purchaser on the Closing Date all of those received automated clearing house (“ACH”) related (by agreement or other standing arrangement, if any) to the Deposits that are in Seller's ACH warehouse system and will use its commercially reasonable best efforts to so transfer any other such arrangements. For a period of 90 calendar days following the Closing, in the case of ACH direct deposits to accounts constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall periodically throughout the day and as agreed upon by Seller and Purchaser transfer to Purchaser all received ACH direct deposits on the date that settlement takes place or, as may be agreed by Seller and Purchaser, one to two Business Days earlier. Compensation for ACH direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the National Council on Uniform Interest Compensation. After the ACH Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH entries and funds and return such direct deposits to the originators marked “Account Closed.” Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Transferred Activities. . After the Closing Date, and as ACH entries are delivered by Seller to Purchaser, Purchaser shall provide Notifications of Change to the originator's financial institution providing the routing number and account numbers at Purchaser relating to the diverted entries in accordance with NACHA Operating Rules.

4.4Direct Debits. As soon as practicable after the notice provided in Section 4.2(a), Purchaser shall send appropriate notice to all customers having accounts constituting Deposits the terms of which provide for direct debit of such accounts by third parties, instructing such customers concerning the transfer of customer direct debit authorizations from the account at Seller to the account at Purchaser. Such notice shall be in a form reasonably agreed to by the parties. For a period of 90 calendar days following the Closing, Seller shall periodically throughout the day as agreed upon by Seller and Purchaser transfer to Purchaser all received direct debits on the day of receipt or where settlement takes place other than the day of receipt, either same day as the settlement date or the next Business Day. Thereafter, Seller may discontinue forwarding such entries and return them to the originators. After the Closing Date, and as such ACH entries are delivered by Seller to Purchaser, Purchaser shall provide Notifications Of Change to the Originator's financial institution providing the routing number and the account number at Purchaser relating to the diverted entries in accordance with NACHA Operating Rules.

A/75499905.9 17

4.5Access to Records. From and after the Closing Date, each of the parties shall permit the other, at such other party's sole expense and in accordance with Exhibit 4.5, reasonable access to any applicable Records in its possession or control relating to matters arising in connection with the Transferred Activities on or before the Closing Date and reasonably necessary, solely in connection with (i) accounting purposes, (ii) regulatory purposes, (iii) any claim, action, litigation or other proceeding involving the party requesting access to such Records, (iv) any legal obligation owed by such party to any present or former depositor or other customer, or (v) Tax purposes, subject to confidentiality and non-disclosure requirements. Such party requesting such access shall not use the Records or any information contained therein or derived therefrom for any other purpose whatsoever. All Records, whether held by Purchaser or Seller, shall be maintained for such periods as are required by law, unless the parties shall agree in writing to a longer period.

4.6Interest Reporting and Withholding.

(a)Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to or withheld from, and any early withdrawal penalties imposed upon, the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to or withheld from, and any early withdrawal penalties imposed upon, the Deposits. Any amounts required by any Regulatory Authority to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any Regulatory Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any Regulatory Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date.

(b)Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits.

(c)Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Purchased Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Purchased Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

(d)Section 4.6(d) of the Seller Disclosure Schedule lists certificates of deposits issued through CDARS (collectively, the “CDARS CDs”) that are owned by customers of the Transferred Activities as of a date not more than five (5) days prior to the date of this Agreement.

A/75499905.9 18

Such schedule shall be updated as of the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before the Closing Date). Such CDARS CDs shall remain with Seller until such time as they mature. Purchaser shall provide Seller with a copy of any instructions received from the owners of such CDARS CDs (or their managers or other authorized Persons) promptly upon receipt. As such CDARS CDs mature or receive periodic interest payments prior to maturity, Seller shall wire the account proceeds to Purchaser in accordance with such instructions; provided, however, that Seller may aggregate and wire the proceeds of all CDARS CDs having the same maturity date to Purchaser in a single wire. Seller shall not automatically renew or solicit any renewal of any such CDARS CDs. Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all notices and forms with respect to information reporting and tax identification numbers required to be delivered with respect to such CDARS CDs.

4.7ATM Cards, Debit Cards and POS Cards. Seller will provide Purchaser with a list of ATM cards, debit cards and Point-of-Sale (“POS”) cards issued by Seller to depositors of any Deposits, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, no later than thirty (30) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record thirty (30) calendar days prior to the Closing Date. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. In instances where a depositor of a Deposit made an assertion of error regarding an account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller, to the extent of the balance of funds available in the accounts. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. Seller will not be required to disclose to Purchaser customers' PINs or algorithms or logic used to generate PINs. Following the receipt of the Regulatory Approval, Purchaser shall reissue POS cards to depositors not later than ten (10) calendar days prior to the Closing Date, which cards shall be effective as of the day following the Closing Date unless otherwise agreed to by the parties. Purchaser and Seller agree to settle any and all POS transactions effected on or before the Closing Date, but processed after the Closing Date, as soon as practicable. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts. For the avoidance of doubt, Seller shall not transfer to Purchaser at the Closing any of the issuer identification numbers (e.g., BINs) issued to the holders of the Deposits.

4.8Data Processing Conversion and Handling of Certain Items.

(a)Seller and Purchaser shall cooperate with each other to facilitate the data processing conversion with respect to the Purchased Assets and Assumed Liabilities. The data processing conversion will be completed no later than two (2) calendar days following the Closing Date, unless otherwise agreed to by the parties.

(b)As soon as practicable and in no event more than three (3) Business Days after the Closing Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a

A/75499905.9 19

letter approved by Seller requesting that such depositor promptly cease writing Seller's drafts against such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser against such Transaction Accounts. Purchaser shall use its commercially reasonable best efforts to cause these depositors to begin using such new drafts and cease using drafts bearing Seller's name. The parties hereto shall use their commercially reasonable best efforts to develop procedures that cause Seller's drafts against Transaction Accounts received after the Closing Date to be cleared through Purchaser's then-current clearing procedures.

(c)Any items that were credited for deposit to or cashed against a Deposit prior to the Closing and are returned unpaid on or within ninety (90) calendar days after the Closing Date (“Returned Items”) will be handled as set forth herein. Except as set forth below, Returned Items shall be the responsibility of Seller. If depositor's bank account at Seller is charged for the Returned Item, Seller shall forward such Returned Item to Purchaser the same business day. If upon Purchaser's receipt of such Returned Item there are sufficient funds in the Deposit to which such Returned Item was credited or any other Deposit transferred at the Closing standing in the name of the party liable for such Returned Item, Purchaser will debit any or all of such Deposits an amount equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are not sufficient funds in the Deposit because of Purchaser's failure to honor holds placed on such Deposit, Purchaser shall repay the amount of such Returned Item to Seller. Any items that were credited for deposit to or cashed against an account to be transferred to Purchaser at the Closing prior to the Closing and that are returned unpaid more than ninety (90) calendar days after the Closing will be the responsibility of Seller.

(d)After the Closing Date, Seller shall not accept deposits with respect to the accounts relating to the Deposits. If such deposits are accepted and processed in error after the Closing Date, Seller will notify Purchaser of its acceptance of such deposits and any requested holds with respect thereto on the same Business Day. Items deposited by Seller in error after the Closing Date that are returned unpaid shall be the responsibility of Seller and treated as Returned Items as provided in Section 4.8(c). With respect to any payments of Seller that may be rejected for repair on presentment day, if repaired and presented the next Business Day, Seller will transmit to Purchaser, not later than one Business Day after presentment, the repaired Items and any requests that holds be placed on the customers' accounts for the amounts of the payments. Solely with respect to Items paid on the last Business Day before conversion, Seller will identify Items for which there are insufficient funds within one Business Day. After receipt of such notice, Purchaser shall determine whether such Items shall be returned due to insufficient funds, or uncollected funds or other reasons, and Seller will return such Items in accordance with Purchaser's instructions.

(e)Prior to the Closing Date, Purchaser will open and maintain two demand deposit accounts with Seller, one for deposits and one for Loans/lines, to be used for settlement activity following the Closing Date. Seller will provide Purchaser with a daily statement for these accounts. Purchaser will be responsible for initiating all funding and draw-down activity against these accounts. Purchaser will ensure that all debit (negative) balances are funded no later than one Business Day following the day the account went into a negative status. Activity that will be settled through these accounts will include: items drawn on a Deposit but presented to the Seller for payment, ACH transactions, Direct Debit transactions, Returned Items, stop payment reimbursement for stops placed on cashier's checks, and payments made to Seller for Purchased

A/75499905.9 20

Loans. Purchaser, after reconciling daily statement to work diverted by the Seller, will identify activity leading to out of balance conditions should there be any. Purchaser will settle for all reconciled activity. Seller and purchaser will work to rectify any out of balance condition within three (3) Business Days. Seller shall be responsible for any losses resulting from its failure to accurately report information as contemplated by or within the times specified in this Section 4.8(e).

4.9Expenses Relating to Transitional Matters. Each party shall be responsible for the payment of all fees or expenses incurred by it in connection the performance of its conversion obligations hereunder, including but not limited to such fees or expenses incurred by it in connection with the conversion of data, files and other information from the systems of Seller and Seller's vendors and service providers or any other third party, to Purchaser's systems.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser, both as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specified date), as follows, except as set forth in the Seller Disclosure Schedule:

5.1Corporate Organization and Authority. Seller is a state chartered bank duly organized and validly existing under the laws of the State of Missouri, and has the requisite corporate power and corporate authority to conduct the Transferred Activities as now being conducted. Seller is not required by applicable law to qualify to do business as a foreign corporation in any state as a result of conducting the Transferred Activities. Seller has the requisite power and corporate authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a valid and binding agreement of Seller enforceable against Seller in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

5.2No Conflicts. The execution, delivery and performance of this Agreement by Seller does not (a) violate any provision of its charter, articles of incorporation, by-laws or any similar governing documents, (b) subject to the Purchaser's receipt of the Regulatory Approval, violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any Regulatory Authority to which Seller is subject or any agreement or instrument of Seller, or to which Seller is subject or by which Seller is otherwise bound, which violation, breach, contravention or default referred to in this clause (b), individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller (assuming the receipt of any required third-party consents under the Assumed Contracts in respect of the transactions herein contemplated) or (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any

A/75499905.9 21

Encumbrance upon any of the Purchased Assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller is a party, or by which it or any of its properties or assets may be bound or affected, which breach, conflict, loss of benefit, termination, cancellation, acceleration, Encumbrance, violation or default would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Seller. Seller has all material licenses, franchises, permits, certificates of public convenience, orders and other authorizations of all Regulatory Authorities necessary for the lawful conduct of the Transferred Activities as now conducted, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Seller, all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations, are valid and in good standing and, to Seller's Knowledge, are not subject to any suspension, modification or revocation or proceedings related thereto.

5.3Approvals and Consents. Other than the Regulatory Approval, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any Regulatory Authority in connection with the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby by Seller, the failure to make or obtain any or all of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to Seller.

5.4Litigation and Undisclosed Liabilities. Except as set forth in Section 5.4 of the Seller Disclosure Schedule, there are no actions, complaints, petitions, suits or other proceedings or any decree, injunction, judgment, order or ruling entered, promulgated or pending or, to Seller's Knowledge, threatened against Seller and affecting or relating to in any manner the Purchased Assets, the Assumed Liabilities or the Transferred Activities. There are no obligations or liabilities (whether or not accrued, contingent or otherwise) or facts or circumstances that would reasonably be expected to result in any claims, obligations or liabilities with respect to the Purchased Assets, the Assumed Liabilities or the Transferred Activities that, individually or in the aggregate, (i)would reasonably be expected to have a Material Adverse Effect with respect to Seller or (ii) prevent or materially Seller from being able to perform its obligations under this Agreement.

5.5Absence of Certain Changes. Since January 1, 2013, no event has occurred that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Seller. Since January 1, 2013, Seller has not taken, or committed to take, any action, nor has the board of directors or shareholder of Seller resolved to take any action, that, if so taken, committed to or resolved on or after the date of this Agreement would not be permitted under Section 7.1 without Purchaser's consent.

5.6Regulatory Matters. (a) There are no disputes pending or, to Seller's Knowledge, threatened between Seller and any Regulatory Authority that (i) would reasonably be expected to prevent or materially delay Seller from being able to perform its obligations under this Agreement (ii) would reasonably be expected to prevent or materially delay Purchaser's receipt of the Regulatory Approval or (iii) would reasonably be expected to impair the validity or consummation of this Agreement or the transactions contemplated hereby.

A/75499905.9 22

(b)Neither Seller nor any of its Affiliates have received any oral or written indication from any Regulatory Authority that such agency would oppose or refuse to grant the Regulatory Approval.

(c)Except as set forth in Section 5.6(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates are a party to any written order, decree, agreement or memorandum of understanding with, or commitment letter or similar submission to, any federal or state regulatory agency or authority charged with the supervision or regulation of depository institutions, nor have any of them been advised by any such agency or authority that such agency or authority is contemplating issuing or requesting any such order, decree, agreement or memorandum of understanding.

(d)Seller is an insured depository institution rated “Satisfactory” or “Outstanding” for performance under the Community Reinvestment Act of 1977, as amended (the “CRA”), following its most recent CRA performance examination by a Regulatory Authority. Seller has neither been informed that its current rating or that of any insured depository institution Affiliate will or may be lowered in connection with a pending or future examination for CRA performance nor does Seller have Knowledge of the existence of any fact or circumstance or set of facts or circumstances that could reasonably be expected to result in Seller or any of its insured depository institution Affiliates having its current rating lowered.

(e)At the time of the most recent regulatory evaluation of the Seller's compliance with anti-money laundering laws, including the Bank Secrecy Act, USA PATRIOT Act, and OFAC regulations, Seller was found to be, and remains, in compliance with such laws.

(f)To Seller's Knowledge, as of the date hereof, neither Seller nor any of its Affiliates have been informed by any state Regulatory Authority that a physical branch or other facility is required to be established within its geographical boundaries in order to conduct the Transferred Activities within such jurisdiction.

(g)Since January 1, 2010, Seller and its Affiliates have complied in all material respects with all applicable laws and their respective internal privacy policies relating to the privacy of customers of the Transferred Activities and users of products and services offered by the Transferred Activities and all Internet websites owned, maintained or operated by Seller and its Affiliates in connection with the operation of the Transferred Activities.

5.7Compliance with Laws. Seller is in compliance in all material respects with applicable U.S. federal, state and local laws, regulations, rules and ordinances applicable the Purchased Assets, Assumed Liabilities and Transferred Activities. Since January 1, 2010, the Transferred Activities have been conducted in compliance with all applicable U.S. federal, state and local laws, regulations, rules and ordinances.

5.8Purchased Loans. Each Purchased Loan:

(a)represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (each such Person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid, binding and original (to the extent an original is not necessary

A/75499905.9 23

for the enforcement thereof, true, correct and complete copies of) instruments executed by the Obligor. Seller has no Knowledge that any such Obligor at the time of such execution lacked capacity to contract, and any signature on any Loan Documents is the true original or facsimile signature of the Obligor on the Purchased Loan involved;

(b)is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and is free from all material claims defenses, rights of rescission, any discount, allowanced, set-off, counterclaim presently pending bankruptcy or other defense by any Obligor;

(c)(A) was originated or purchased by Seller in conformity in all material respects with applicable laws and regulations and its unpaid principal balance as shown on Seller's books and records is true and correct as of the date indicated therein, (B) has an assignable Encumbrance, to the extent secured by a valid, perfected and enforceable lien in the collateral therefor, and has the priority reflected in Seller's records, (C) if secured, is not secured by real property, (D) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefor and (E) complies in all material respects with all applicable requirements of federal, state, and local laws, and regulations thereunder; and

(d)May be transferred or assigned by Seller to Purchaser without the approval or consent of any Obligor thereunder and without creating any breach of any agreement pursuant to which another party has purchased a participating interest therein.

(e)Will, immediately following its sale to Purchaser, will be owned by Purchaser free and clear of any Encumbrance, equity participation interest, pledge, charge, claim or security interest.

(f)Has been serviced by Seller in a manner consistent with Seller's practices in all material respects and in compliance in all material respects with all applicable requirements of federal, state and local laws and regulations thereunder.

5.9Records. The Records accurately reflect in all material respects, as of their respective dates, the Net Book Value of the Purchased Assets and the Assumed Liabilities being transferred to Purchaser hereunder. The Records include all customary customer and customer-related information reasonably necessary to service the Purchased Assets on an ongoing basis in substantially the manner currently serviced by Seller.

5.10Title to Purchased Assets. Seller has good, valid and marketable title to all of the Purchased Assets, free and clear of any Encumbrances.

5.11Personal Property. Seller has valid title to the Personal Property, free and clear of all Encumbrances, and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear).

5.12Deposits. All of the Deposit accounts have been administered and originated, in compliance in all material respects with the documents governing the relevant type of Deposit

A/75499905.9 24

account and all applicable laws. The Deposit accounts are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due. All of the Deposits are transferable at the Closing to Purchaser and there are no Deposits that are subject to any judgment, decree or order of any Regulatory Authority. Prior to the date of this Agreement, Seller has provided Purchaser with forms of all deposit agreements related to the Deposits and all such forms contain all material terms of the Deposits. To Seller's Knowledge, all account holders, all property managers acting as agents with respect to the Deposit accounts and all remote capture devices used to make Deposits are located within the United States.

5.13Assumed Contracts. Section 5.13 of the Seller Disclosure Schedule sets forth a complete and correct list of each Assumed Contract, indicating those that would require the consent or approval of any Person in order for Seller to assign such Assumed Contract to Purchaser. Prior to the date hereof, Seller has made available to Purchaser true and complete copies of all Assumed Contracts. Each Assumed Contract is valid and binding on Seller and, to the Knowledge of Seller, any other party thereto and is in full force and effect (except to the extent that any Assumed Contract expires in accordance with its terms). To the Knowledge of Seller, each party to any Assumed Contract to which it or any of its Affiliates is a party has performed in all material respects its obligations thereunder to the extent that such obligations to perform have accrued, no party is in default under such Assumed Contracts and none of such Assumed Contracts was entered into outside the ordinary course of business of Seller. Each Assumed Contract constitutes the legal, valid and binding obligation of Seller, and, to the Knowledge of Seller, the respective third party, and is enforceable in accordance with its terms subject as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors' rights generally.

5.14Unit Employees; Labor Matters.

(a)Section 5.14(a) of the Seller Disclosure Schedule contains a complete and accurate list of the Unit Employees as of no more than five (5) Business Days prior to the date of this Agreement, with such list indicating each Unit Employee's job title, status (active or on statutory or employer approved leave and full-time or part-time), annual current salary or wage rate, incentive compensation opportunity for performance year 2013, business location, exempt/non-exempt status under the Fair Labor Standards Act (as classified by Seller or its Affiliates), regularly scheduled hours, annual vacation entitlement, accrued vacation amount, applicable incentive plan and date of hire (original and most recent as applicable). Such lists shall be updated by Seller and provided to Purchaser thirty (30) calendar days following the date hereof and on other dates as mutually agreed to by Purchaser and Seller. The documents regarding the Unit Employees made available by Seller to Purchaser, including functional titles and compensation information, are true, complete and accurate records of such information.

(b)Each Unit Employee is an at-will employee, and Seller is not a party to any employment agreement or arrangement (including any arrangement providing for a specified term of employment or that contains a change-in-control provision or that provides for any severance other than pursuant to Seller's severance pay plan generally applicable to Seller's employees), nor is Seller a party to any collective bargaining agreement with respect to any Unit

A/75499905.9 25

Employee. Seller has not received any notice from any labor union (or representative thereof) with respect to attempts to organize any such employees of Seller, or any notice of any strikes, slowdowns, work stoppages, lockouts or threats by any such employees of Seller. There is no Action pending or, to Seller's Knowledge, threatened against Seller by any Unit Employee alleging unfair labor practices.

(c)No Unit Employee is a member of, represented by or otherwise subject to any (i) labor union, works council or similar organization or (ii) collective bargaining agreement, in each case with respect to such Unit Employee's employment with Seller. With respect to any Unit Employee, (A) Seller is not the subject of any proceeding seeking to compel it to bargain with any labor organization as to wages and conditions of employment, nor to Seller's Knowledge is any such proceeding threatened, and (B) no strike or similar labor dispute by the Unit Employees is pending or, to Seller's Knowledge, threatened.

(d)Neither the execution of this Agreement, nor the consummation of the transactions or actions contemplated by this Agreement, shall (either alone or in conjunction with another event, such as a termination of employment) (A) entitle any Unit Employee to any increase in severance pay upon any termination of employment after the date of this Agreement, (B) accelerate the time of payment or vesting or result in any payment of compensation or benefits under any of the Benefit Plans, (C) increase the amount payable or result in any other material obligation pursuant to any of the Benefit Plans or (D) result in payments which would not be deductible under Section 280G of the Code, in each case that would result in material liability to Purchaser or any of its Affiliates

5.15Insurance Coverage. The business and operations of the Transferred Activities are insured against such risks and in such amounts and with such coverage deemed appropriate by management of Seller and not in a manner materially inconsistent with industry practice for a global financial institution. Since January 1, 2010, all premiums payable under all insurance policies and fidelity bonds that currently cover the assets, business, operations and employees of the Transferred Activities have been timely paid in all material respects, and Seller has otherwise complied in all material respects with the terms and conditions of all such policies and bonds. Since January 1, 2010, there is no material claim by the Seller or any of its Affiliates related to the Transferred Activities pending under any such policies or bonds as to which coverage has been denied by the underwriters of such policies or bonds applicable to the Transferred Activities. To the Knowledge of Seller, no insurer has threatened a termination of coverage under any such policies or bonds, except notices required to be given by applicable law prior to the expiration of any policy or bond advising that coverage will terminate by its terms if such policy or bond is not renewed.

5.16Bulk Sales Laws. The sale of the Purchased Assets by Seller to Purchaser and the transfer of the Assumed Liabilities to Purchaser are not subject to Section 6101-6111 of the California Commercial Code relating to bulk transfers.

5.17Brokers' Fees. Other than RBC Capital Markets, whose fees, costs and expenses are the responsibility of Seller, Seller has not employed any broker or finder or incurred any liability for any brokerage fees, commission or finders' fees in connection with the transactions

A/75499905.9 26

contemplated by this Agreement for which the Transferred Activities, or Purchaser or any of its Affiliates, may be liable.

5.18Available Funds. Seller has, and as of the Closing Date will have, sufficient funds to consummate the transactions contemplated by this Agreement, including the making of payment pursuant to Section 3.2 and, if applicable, Section 3.3.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller, both as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specified date), as follows:

6.1Corporate Organization and Authority. Purchaser is a national banking association, duly organized and validly existing under the laws of the United States and has the requisite power and authority to conduct the Transferred Activities substantially as currently conducted by Seller. Purchaser has the requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement is a valid and binding agreement of Purchaser enforceable against Purchaser in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

6.2No Conflicts. The execution, delivery and performance of this Agreement by Purchaser does not, and will not, (a) violate any provision of its articles of association or by-laws or (b) subject to the Regulatory Approval, violate or constitute a breach of, or default under, (i) any law, rule, regulation, judgment, decree, ruling or order of, or any Regulatory Agreement with, any court, government or Regulatory Authority to which Purchaser is subject or (ii) any agreement or instrument of Purchaser, or to which Purchaser is subject or by which Purchaser is otherwise bound, which violation, breach, contravention or default referred to in clause (b)(ii), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to Purchaser.

6.3Approvals and Consents. Other than the Regulatory Approval, no notices, reports or other filings are required to be made by Purchaser with, nor are any consents, registrations, approvals, permits, licenses, franchises, charters, powers, or authorizations required to be obtained by Purchaser from, any Regulatory Authority in connection with the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby by Purchaser, the failure to make or obtain any or all of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to Purchaser.

6.4Regulatory Matters. (a) There are no pending or, to Purchaser's Knowledge, threatened disputes or controversies between Purchaser and any Regulatory Authority that,

A/75499905.9 27

individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect with respect to Purchaser.

(b)Neither Purchaser nor any of its Affiliates have received any indication from any Regulatory Authority, including in connection with such agency's or authority's review of a previously-announced business acquisition, sale or other strategic transaction, that such agency would oppose or refuse to grant the Regulatory Approval.

(c)Purchaser is, and on a pro forma basis giving effect to the P&A Transaction and any other acquisitions or other transactions pending as of the date hereof or entered into prior to the Closing, will be, (i) at least “well capitalized” (as that term is defined at 12 C.F.R. 5.39(d)(11) or the relevant regulation of Purchaser's primary federal bank regulator), and (ii) in compliance with all capital requirements, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches, and no such regulator is likely to, or has indicated that it may, condition the Regulatory Approval upon an increase in Purchaser's capital or compliance with any capital requirement, standard or ratio.

(d)Each of the subsidiaries or Affiliates of Purchaser that is an insured depository institution was rated “Satisfactory” or “Outstanding” for performance under the CRA following its most recent CRA performance examination by a Regulatory Authority. Purchaser has neither been informed that its current rating will or may be lowered in connection with a pending or future examination for CRA performance nor does it have Knowledge of the existence of any fact or circumstance or set of facts or circumstances that could reasonably be expected to result in Purchaser having its current rating lowered.

6.5Litigation and Undisclosed Liabilities. There are no actions, suits or proceedings pending or, to Purchaser's Knowledge, threatened against Purchaser, or obligations or liabilities (whether or not accrued, contingent or otherwise) or, to Purchaser's Knowledge, facts or circumstances that could reasonably be expected to result in any claims against or obligations or liabilities of Purchaser that, individually or in the aggregate, would have a Material Adverse Effect with respect to Purchaser.

6.6Funds to be Available. Purchaser's ability to consummate the transactions contemplated by this Agreement is not contingent on raising any equity capital, obtaining financing therefor, consent of any lender or any other matter relating to funding the P&A Transaction.

6.7Brokers' Fees. Purchaser has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transactions contemplated by this Agreement, except for fees and commissions for which Purchaser shall be solely liable.

A/75499905.9 28

ARTICLE 7

COVENANTS OF THE PARTIES

7.1Activity in the Ordinary Course. From the date of this Agreement until the earlier of the Closing Date and the date on which the Agreement is terminated pursuant to Article 10, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller will (a) with respect to the Purchased Assets, the Assumed Liabilities and the Transferred Activities, use its commercially reasonable best efforts to preserve its business relationships with its customers and employees, (b) preserve the Purchased Assets, the Assumed Liabilities and the Transferred Activities in all material respects in the ordinary course of business and (c) not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):

(i) except as required by a Benefit Plan or by contractual commitments outstanding on the date hereof, increase or agree to increase the salary, benefits or incentive compensation of any Unit Employee other than as generally applicable to Seller employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Unit Employee other than (A) incentive compensation granted in the ordinary course of business; (B) in accordance with Seller's past practices in the ordinary course of business with respect to annual performance reviews and related adjustments of base salaries of not more than 3.0% for any Unit Employee and payment of annual bonuses to key employees and (C) implementation of a retention/severance plan for employees deemed by Seller to be critical to the pre-closing success of the Transferred activities in accordance with Section 8.6(e) hereof, which, in case of (A), (B) and (C), shall be the obligation of Seller and for which Purchaser shall have no responsibility.

(ii) materially increase the number of persons employed in the Transferred Activities or terminate any of the Unit Employees (other than for cause or in the ordinary course of business in accordance with Seller's personnel policies and practices in effect as of the date hereof);

(iii) except as required by a Benefit Plan or by contractual commitments outstanding on the date hereof, establish, adopt, enter into or materially amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Unit Employees other than in the ordinary course of Seller's business;

(iv) sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any Purchased Asset or Deposit existing on the date hereof;

(v) except pursuant to the request of the applicable obligor, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract,

A/75499905.9 29

agreement or understanding to sell, transfer, assign, encumber or dispose of any Purchased Loan;

(vi) amend, modify or extend any Purchased Loan except in the ordinary course of business consistent with Seller's past practice and reasonably prudent banking standards;

(vii) amend, waive, modify in any material respect or consent to the termination of any Assumed Contract, or amend, waive, modify or consent to the termination of Seller's rights thereunder;

(viii) enter into any contract in connection with the Transferred Activities or the Purchased Assets other than in the ordinary course of business;

(ix) establish or price Deposits other than in a manner consistent with Seller's deposit pricing policies in effect as of the date hereof;

(x) introduce new products or market promotions relating to the Transferred Assets or the Deposits or targeted customers of the Transferred Activities other than in the ordinary course of business;

(xi) release, compromise or waive any material claim or right that is part of the Purchased Assets or the Assumed Liabilities;

(xii) take or permit its Affiliates to take, any action impairing Purchaser's rights or obligations in respect of any Deposit, Purchased Asset or Assumed Liability;

(xiii) knowingly take any action that would reasonably be expected to (A) adversely affect the ability of Purchaser to obtain the Regulatory Approval, (B) adversely affect the ability of any party hereto to obtain the any consent required pursuant to this Agreement, or (C) result in the failure of the conditions set forth in Section 9.1(c) or (D) resulting in any of the covenants or conditions to the transactions contemplated hereby may not be satisfied; or

(xiv) solicit, agree with, or commit to, any Person to do any of the things described in clauses (i) through (xiii) above except as contemplated hereby.

7.2Access and Confidentiality. (a) From the date hereof until the earlier of the Closing Date and the date on which the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of the Transferred Activities relating to the Purchased Assets, the Assumed Liabilities and the Unit Employees. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the Transferred Activities or Seller's other businesses. Notwithstanding the foregoing, Seller shall not be

A/75499905.9 30

required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use commercially reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(b)Purchaser shall hold, and shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the extent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Transferred Activities or the other businesses of Seller and its Affiliates (or, if required under a contract with a third party, such third party) furnished to Purchaser by Seller, its Affiliates or their respective representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (i) previously known by such party on a non-confidential basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished), and Purchaser shall not release or disclose such Information to any other person, except its auditors and attorneys (after informing the foregoing of the confidential nature of the Information released or disclosed thereto, and on the understanding that Purchaser shall be responsible for any release or disclosure of such Information by such auditors or attorneys that would violate this Agreement if Purchaser made such release or disclosure) and to any Regulatory Authority to the extent required to obtain the Regulatory Approval (and after taking all steps necessary to secure confidential treatment for such information).

7.3Regulatory Approval. (a) As soon as practicable and in no event later than thirty (30) calendar days after the date of this Agreement, Purchaser shall prepare and file any applications, notices and filings required in order to obtain the Regulatory Approval. Purchaser shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to obtain such approval as promptly as reasonably practicable in order to permit the Closing to occur as promptly as practicable but in no event later than the End Date. Purchaser and Seller shall cooperate with each other in connection with obtaining the Regulatory Approval, which cooperation shall include the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Regulatory Approval.

(b)In furtherance and not in limitation of the covenants of Purchaser contained in Section 7.3(a), Purchaser shall take all commercially reasonable actions necessary to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any Order that would restrain, prevent or delay the Closing on or before the End Date, (ii) avoid or eliminate all impediments under any applicable law so as to enable the Closing to occur as soon as possible (and in any event no later than the End Date) and (iii) promptly advise Seller of any communication received from any Regulatory Authority that Purchaser could reasonably construe to suggest that receipt of Regulatory Approval will not be forthcoming. If any Regulatory Authority shall require the modification of any of the terms and provisions of this Agreement as a condition to granting the Regulatory Approval, the parties hereto will negotiate in good faith and use commercially reasonable efforts to seek a mutually agreeable adjustment to the terms of the transaction contemplated hereby, such agreement not to be unreasonably withheld, conditioned or delayed.

A/75499905.9 31

7.4Consents. Seller and Purchaser agree to use their respective commercially reasonable best efforts to obtain from the counterparties under the Assumed Contracts set forth on Section 7.4 of the Seller Disclosure Schedule, any required consents to such assignment or transfer to Purchaser on the Closing Date, and the parties shall cooperate in good faith with each other in such efforts; provided that, if any such consent is not obtained notwithstanding the parties' use of commercially reasonable best efforts as required hereunder, the parties shall negotiate in good faith and Seller and Purchaser shall use commercially reasonable best efforts to make alternative arrangements that provide Purchaser, to the maximum extent reasonably possible, the benefits and burdens of the properties subject to the Assumed Contracts in a manner that does not violate the applicable Assumed Contract (for the same cost as would have applied if the relevant consent had been obtained).

7.5Efforts to Consummate; Further Assurances.

(a)Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing.

(b)From time to time following the Closing, at Purchaser's request, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer as shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Purchased Assets and Assumed Liabilities as contemplated by this Agreement.

(c)Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction, and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Purchased Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing.

(d)Prior to the Closing Date, each of the parties hereto shall promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained herein; provided, however, that a failure to comply with this Section 7.5(d) shall not be the basis for any assertion that any condition to any obligation of any party hereto to consummate the transactions contemplated by this Agreement has not been satisfied or that any right to terminate this Agreement has arisen, unless the underlying breach contemplated hereby independent gives rise to such failure of satisfaction or right.

7.6Notices. As promptly as practicable after the Closing, Purchaser will (a) notify all persons whose Deposits are transferred under this Agreement of the consummation of the transactions contemplated by this Agreement, and (b) provide all appropriate notices to any Regulatory Authorities required as a result of the consummation of such transactions.

A/75499905.9 32

7.7Non-Competition; Non-Solicitation. (a) Seller will not, and shall cause its Affiliates (collectively, for purposes of this Section 7.7(a), the “Restricted Entities”) not to, directly or indirectly, for a period of four (4) years following the Closing Date within the State of California and for a period of two (2) years following the Closing Date in any other states in which any of the holders of Deposits or CDARS CDs or their respective property managers or association managers are located as of the Closing Date, (i) engage in the Transferred Activities; (ii) offer, directly or indirectly, a package of services substantially similar to the Transferred Activities targeted specifically at or to community associations, condominium associations, home owners associations or the managers of such associations; or (iii) use any confidential information obtained through Seller's acquisition or ownership of the Transferred Activities to (A) provide deposit, lock box or cash management services, or (B) terminate or reduce their Transferred Activities relationships with Purchaser; provided, however, that the Restricted Entities may do each of the following without any Restricted Entity being deemed to be in violation of this Section 7.7(a):

(1)own or hold up to 10% of the outstanding securities of any entity whose securities are listed and traded on a nationally recognized securities exchange or market that is engaged in the Transferred Activities (provided that the Restricted Entities otherwise do not control the business or affairs of such entity) or hold or exercise rights of ownership with respect to any security in a fiduciary capacity or otherwise for the benefit of a third party not affiliated with any Restricted Entity

(2)continue to engage in any Transferred Activities previously conducted by a Person with whom a Restricted Entity becomes affiliated as a result of any merger, consolidation, amalgamation business combination, stock sale or purchase, sale or purchase of assets or businesses or like strategic transaction; provided that, in the case of an acquisition of an entity or an equity interest therein, or of assets or a business, by a Restricted Entity, the primary purpose of the transaction is other than providing a means for a Restricted Entity to re-enter the Transferred Activities; or

(3)continue to provide banking services, including deposit, lock box, lending and cash management services, to the customers identified on Section 7.7(a) of the Seller Disclosure Schedule.

(b)For a period of four (4) years following the Closing Date, Seller will not, and shall cause its Affiliates not to, solicit for employment any Accepting Employee; provided, however, that nothing in this Section 7.7(b) shall be deemed to prohibit Seller or its Affiliates from making solicitations not specifically targeted at Accepting Employees (including job announcements in newspapers and industry publications or on the Internet).

(c)For a period of four (4) years following the Closing Date, Seller and its Affiliates shall not, directly or indirectly, (i) use any information regarding the Transferred Activities in their possession, including as part of the books and records that are retained by Seller, to solicit or engage in other efforts directed to or targeted at any customer or customers of the Transferred Activities with respect to the accepting deposits, liquidity or cash management or lending products or services or (ii) use such information to take any other actions that are designed to induce any customer of the Transferred Activities to transfer any portion of such customer's

A/75499905.9 33

relationships with Purchaser with respect to the Transferred Activities to a similar business of Seller or its Affiliates; provided that nothing in this Section 7.7(c) shall be construed as limiting the ability of Seller to (x) respond to unsolicited requests by customers of the Transferred Activities; or (y) offer or continue to offer deposit, liquidity or cash management or lending services or precuts that are similar to those comprising the Transferred Activities except to the extent otherwise restricted in Section 7.7(c).

(d)If any part of this Section 7.7 is held by a court or other authority of competent jurisdiction to be invalid or unenforceable, the parties agree that the court or authority making such determination will have the power to reduce the duration or scope of such provision or to delete specific words or phrases as necessary (but only to the minimum extent necessary) to cause such provision or part to be valid and enforceable. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Section 7.7 without violating applicable law.

(e)Each of Purchaser and Seller understands and acknowledges that (i) it would be difficult to calculate damages to the Purchaser from any breach of Seller's obligations under this Section 7.7, (ii) injury to Purchaser from any such breach would be irreparable and impossible to measure and (iii) the remedy at law for any breach or threatened breach of this Section 7.7 would therefore be an inadequate remedy and, accordingly, Purchaser shall, in addition to all other available remedies (including, without limitation, seeking such damages as either can show it has sustained by reason of such breach and/or the exercise of all other rights either has under this Agreement), be entitled to seek injunctive relief, specific performance and other equitable remedies without the necessity of showing actual damages or posting bond.

7.8Exclusive Dealing. During the period beginning on the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement, Seller shall not, and shall not permit its Affiliates to, take any action to, directly or indirectly, encourage, initiate or conduct discussions with any Person other than Purchaser and its Affiliates and representatives concerning or in contemplation of a sale of any of the Purchased Assets or assignment and assumption of any of the Assumed Liabilities.

ARTICLE 8

TAXES AND EMPLOYEE MATTERS

8.1Tax Representations. Seller represents and warrants to Purchaser that, except as set forth in Section 8.1 of the Seller Disclosure Schedule, all material Tax Returns with respect to the Purchased Assets, the Assumed Liabilities or the Transferred Activities that are required to be filed (taking into account any extension of time within which to file) before the Closing Date have been or will be duly and timely filed, and all material Taxes shown to be due on such Tax Returns have been or will be timely paid in full.

8.2Proration of Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is

A/75499905.9 34

the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

8.3Sales and Transfer Taxes. Purchaser and Seller shall each be responsible for the payment of fifty percent (50%) of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

8.4Payment of Amount Due under Article 8. Any payment by Seller to Purchaser, or to Seller from Purchaser, under this Article 8 (other than payments required by Section 8.3) to the extent due at the Closing may be offset against any payment due the other party at the Closing. All subsequent payments under this Article 8 shall be made as soon as determinable and shall be made as provided in Section 3.2(b) and bear interest from the date due to the date of payment at the Federal Funds Rate.

8.5Assistance and Cooperation. After the Closing Date, each of Seller and Purchaser shall:

(a)make available to the other and to any taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes with respect to the Purchased Assets, the Assumed Liabilities, or the Transferred Activities, including a list of all Deposits on which Seller is backup withholding as of the Closing Date;

(b)provide timely notice to the other in writing of any pending or proposed Tax audits (with copies of all relevant correspondence received from any taxing authority in connection with any Tax audit or information request) or Tax assessments with respect to the Purchased Assets, the Assumed Liabilities or the Transferred Activities for taxable periods for which the other may have a liability under this Agreement; and

(c)the party requesting assistance or cooperation shall bear the other party's reasonable out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third-party service providers.

8.6Employee Matters.

(a)Between the date hereof and the Closing Date, Seller (i) will not enter into any employment agreements or arrangements with any of the Unit Employees without Purchaser's written approval and (ii) will afford the Unit Employee reasonable off-site time for training and orientation with and by Purchaser, to the extent reasonably requested by Purchaser upon not less than one week's prior notice to Seller; provided, however, that Purchaser shall bear the cost of any overtime payable under applicable law as a result of such off-site training and orientation, which shall be reimbursed to Seller at Closing. Seller will continue to provide such employees all their then applicable employee health and welfare benefits through the Closing Date.

A/75499905.9 35

(b)No later than forty-five (45) calendar days following the date of this Agreement, Purchaser shall make offers of employment to those Unit Employees selected by Purchaser in its discretion, if any, who remain in good standing with Seller and who are actively employed by Seller as of the Closing Date, or, subject to Section 8.6(d), who are Leave Recipients. Purchaser shall provide Seller with a list identifying such Unit Employees

(c)Those Unit Employees who have been made offers of employment shall be deemed the “Identified Employees.” All offers to Identified Employees shall be for employment subject to completion of the Closing and commencing on the Transfer Date (subject to Section 8.6(d) below) (i) for a position which shall require skills and have responsibilities generally similar to the Identified Employee's position with Seller prior to the Closing Date, (ii) at base pay no less than the Identified Employee's base pay with Seller on the Closing Date, (iii) with the opportunity to participate in compensation and bonus plans provided by Purchaser on substantially the same terms as those provided to similarly situated employees of Purchaser, (iv) subject to Purchaser's ordinary course pre-hire screening process, (v) with respect to any Identified Employees employed by Seller on a term or temporary basis, without severance benefits for termination upon conclusion of the term and (vi) in each case at a location no greater than thirty-five (35) miles from the Identified Employee's current location of employment.

(d)With respect to any Identified Employee to whom Purchaser makes an offer of employment who is not actively at work on the Closing Date as a result of an approved leave of absence (including military leave with reemployment rights under federal law and leave under the Family and Medical Leave Act of 1993) (collectively, the “Leave Recipients”), such offer of employment shall be contingent on such Leave Recipient's return to active status within six (6) months following the Closing Date or such longer period as may be required by applicable Law and shall provide that such Identified Employee's employment with Purchaser shall commence on the Transfer Date, if ever.

(e)Seller will use reasonable efforts to retain the Unit Employees through the Transfer Date in their positions with Seller and to enable Purchaser to make offers to and hire the Unit Employees, including (A) providing as needed, in Seller's sole discretion and at Seller's cost, retention bonuses to Unit Employees; (B) performing its obligations under Section 8.6(a) and (C) not soliciting or approving transfers of any Unit Employees to other positions with Seller outside of the Transferred Activities during the period from the date of this Agreement to the Transfer Date. Effective on the Transfer Date, Seller shall terminate the employment of each Accepting Employee. Further, Seller shall not offer any severance to any Identified Employee who declines Purchaser's offer of employment unless the offer was not for a comparable position as described in Section 8.6(c). Each Identified Employee who accepts employment with Purchaser, who has satisfactorily completed Purchaser's ordinary course employee pre-hire process and who, in the case of a Leave Recipient, satisfies the condition for employment set forth in Section 8.6(d) shall be deemed an “Accepting Employee” for purposes hereof. Seller agrees that it will reasonably cooperate with Purchaser and its Affiliates with respect to the transition of Accepting Employees. Purchaser shall have no obligation with respect to any Unit Employees or other employees of Seller or its Affiliates other than Accepting Employees, and then only to the extent arising from Purchaser's actual employment of such Accepting Employees on or after the Transfer Date.

A/75499905.9 36

(f)Except to the extent necessary to avoid duplication of benefits, Purchaser shall give each Accepting Employee credit for prior service as an employee of Seller for purposes of eligibility and vesting (but not for purposes of eligibility, vesting or defined benefit pension accruals under any defined benefit plan or retiree medical plan) under Purchaser's Benefit Plans to which such Accepting Employee may be eligible to participate. Purchaser shall waive, with respect to Accepting Employees, any pre-existing condition exclusion for participation in its medical, dental and vision benefit plans to the extent such Accepting Employees may be eligible to participate.

(g)Purchaser shall assume responsibility and liability for accrued but unused vacation time with respect to the Accepting Employees through the Transfer Date; provided that such assumed vacation time shall not exceed two (2) weeks with respect to any Accepting Employee (such assumed vacation time, the “Assumed Vacation Days”). Purchaser shall credit the applicable Assumed Vacation Days to each Accepting Employee as of the Transfer Date as an initial vacation time balance and such vacation time shall be treated in accordance with the applicable policies of Purchaser (which policies shall permit Accepting Employees to carry over up to ten vacation days into a subsequent calendar year). Seller shall determine the accrued liability associated with the Assumed Vacation Days (such liability, the “Assumed Vacation Accrual”). As of the Transfer Date, Seller shall pay each Accepting Employee for any earned, but unused, vacation days in excess of the applicable Assumed Vacation Days in accordance with the applicable policies of Seller as in effect as of the Transfer Date, and no such liabilities shall be assumed by or shall become the obligation of Purchaser.

(h)Seller shall have the sole responsibility for providing COBRA coverage and otherwise complying with the continuation coverage requirements under COBRA with respect to qualifying events (as defined by COBRA) for Unit Employees. Seller shall pay in accordance with Seller's policies and Benefit plans, to each Accepting Employee any payments owed, including bonus payments, retirement plan payments, and accrued vacation hours.

(i)Purchaser shall not be obligated to assume, continue or maintain any of Seller's Benefit Plans. No assets or liabilities of any of Seller's Benefit Plans shall be transferred to, or assumed by, Purchaser or any of its Benefit Plans. Seller shall be solely responsible for funding and/or paying any benefits under any of Seller's Benefit Plans, including any termination benefits and other employee entitlements accrued under such plans by or attributable to employees (or former employees) of Seller.

(j)Except as provided in this subsection, all employment records of the Unit Employees relating to their employment with Seller will be retained by Seller; provided, however, that prior to the Closing (and for a reasonable time thereafter as may be necessary, but not less than 60 days), Seller shall grant reasonable access by Purchaser to such records for the limited purpose of evaluating Unit Employees for employment with Purchaser, subject to Seller personnel policies and applicable Laws related to the disclosure of personnel files. Seller shall deliver to Purchaser an electronic employment record for each Accepting Employee in the form of, and containing the information specified in, Section 5.14(a) of Seller Disclosure Schedule and such other information may be reasonably requested by Purchaser. Seller will retain all other employment records of the Accepting Employees.

A/75499905.9 37

(k)Seller shall be responsible for providing or discharging any and all notifications, benefits, and liabilities under the Worker Adjustment and Retraining Notification Act (“WARN”) or any other applicable law relating to plant Merger Closings, mass layoffs, or employee separations or severance pay that are required to be provided as a result of the transactions contemplated by this Agreement.

(l)No Third-Party Rights. Nothing in this Agreement shall be construed to grant any rights to any Unit Employee or Accepting Employee, and no Unit Employee or Accepting Employee shall have any right to continued employment by, or to receive any payments or benefits from, Purchaser or Seller or their respective Affiliates or through any Benefit Plan. This Agreement shall not limit Purchaser's or Purchaser's Affiliate's ability or right to amend or terminate any Benefit Plan or compensation plan or program of Purchaser or its Affiliates and nothing contained herein shall be construed as an amendment to or modification of any such plan or program. This Section 8.6 shall be binding upon and inure solely to the benefit of each party to this Agreement, and nothing in this Section 8.6, express or implied, is intended to confer upon any other Person, including any current or former director, officer or employee of Seller or any of its Affiliates, any rights or remedies of any nature whatsoever under or by reason of this Section 8.6.

ARTICLE 9

CONDITIONS TO CLOSING

9.1Conditions to Obligations of Purchaser. Unless waived in writing by Purchaser, the obligation of Purchaser to consummate the P&A Transaction is conditioned upon satisfaction of each of the following conditions:

(a)Regulatory Approval. The Regulatory Approval shall have been obtained and shall remain in full force and effect, and all waiting periods applicable to the consummation of the P&A Transaction shall have expired or been terminated.

(b)Orders. No court or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an “Order”) that is in effect and that prohibits or makes illegal the consummation of the P&A Transaction.

(c)Representations and Warranties. Each of the representations and warranties of Seller contained in this Agreement qualified by Material Adverse Effect shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except that representations and warranties as of a specified date need only be true on and as of such specified date); and (ii) each of the other representations and warranties of Seller contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except that representations and warranties as of a specified date need only be true on and as of such specified date), except, in the case of this clause (ii), where the failure of such representations

A/75499905.9 38

and warranties to be true would not, individually or in the aggregate, have a Material Adverse Effect with respect to Seller (such representations and warranties to be read for the purpose of 9.2(c)(ii) without reference to any qualification set forth therein relating to “materiality” or Material Adverse Effect”); providedhowever that (iii) the foregoing notwithstanding, each of the representations and warranties of Seller contained in Sections 5.1, 5.2(a), 5.17 and 5.18 of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except that representations and warranties as of a specified date need only be true on and as of such specified date) in all respects.

(d)Covenants and Other Agreements. On or prior to the Closing Date, Seller shall have performed its covenants and agreements herein to be performed on or prior to the Closing Date in all material respects.

(e)Seller Officers' Certificate. Purchaser shall have received at the Closing a certificate dated as of the Closing Date and executed on behalf of Seller by the Chief Executive Officer, the Chief Financial Officer, the President or any Executive Vice President or Senior Vice President of Seller as to the satisfaction of the conditions set forth in Sections 9.1(c) and 9.1(d).

(f)Conversion Testing. The results of data processing conversion testing shall be reasonably acceptable to Purchaser, allowing Purchaser to conclude, in its reasonable discretion, that the parties will complete the data processing conversion within the period specified in Section 4.8(a).

9.2Conditions to Obligations of Seller. Unless waived in writing by Seller, the obligation of Seller to consummate the P&A Transaction is conditioned upon satisfaction of each of the following conditions:

(a)Regulatory Approval. The Regulatory Approval shall have been obtained, and shall remain in full force and effect, and all waiting periods applicable to the consummation of the P&A Transaction shall have expired or been terminated.

(b)Orders. No Order shall be in effect that prohibits or makes illegal the consummation of the P&A Transaction.

(c)Representations and Warranties. (i) Each of the representations and warranties of Purchaser contained in this Agreement qualified by Material Adverse Effect shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except that representations and warranties as of a specified date need only be true on and as of such specified date); and (ii) each of the other representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except that representations and warranties as of a specified date need only be true on and as of such specified date), except, in the case of this clause (ii), where the failure of such representations and warranties to be true would not, individually or in the aggregate, have a Material Adverse Effect with respect to Purchaser.

A/75499905.9 39

(d)Covenants and Other Agreements. Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

(e)Purchaser Officers' Certificate. Seller shall have received at the Closing a certificate dated as of the Closing Date and executed on behalf of Purchaser by the Chief Executive Officer, the Chief Financial Officer, the President or any Executive Vice President or Senior Vice President of Purchaser as to the satisfaction of the conditions set forth in Sections 9.2(c) and 9.2(d).

ARTICLE 10

TERMINATION

10.1Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)by the mutual written agreement of Purchaser and Seller;

(b)by Purchaser if (i) at the time of such termination any of the representations and warranties of Seller contained in this Agreement shall not be true and correct to the extent that the condition set forth in Section 9.1(c) cannot be satisfied, or (ii) there shall have been any material breach of any covenant, agreement or obligation of Seller hereunder to the extent that the condition set forth in Section 9.1(d) cannot be satisfied, and, in the case of (i) or (ii), such breach or failure is not or cannot be remedied by Seller within thirty (30) calendar days after receipt of notice in writing from Purchaser specifying the nature of such breach or failure and requesting that it be remedied; provided that Purchaser may not terminate this Agreement based upon the failure of the conditions set forth in Section 9.1(c) or Section 9.1(d) to be satisfied if such failure was caused by Purchaser's breach of this Agreement or failure to act in good faith or Purchaser's or any of its representatives' failure to use commercially reasonable best efforts to cause the Closing to occur;

(c)by Seller, if (i) at the time of such termination any of the representations and warranties of Purchaser contained in this Agreement shall not be true and correct to the extent that the condition set forth in Section 9.2(c) cannot be satisfied, or (ii) there shall have been any breach of any covenant, agreement or obligation of Purchaser hereunder to the extent that the condition set forth in Section 9.2(d) cannot be satisfied, and, in the case of (i) or (ii), such breach or failure is not or cannot be remedied by Purchaser within thirty (30) calendar days after receipt of notice in writing from Seller specifying the nature of such breach or failure and requesting that it be remedied; provided that Seller may not terminate this Agreement based upon the failure of the conditions set forth in Section 9.2(c) or Section 9.2(d) to be satisfied if such failure was caused by Seller's or any of its representatives' failure to act in good faith or Seller's breach of this Agreement or failure to use commercially reasonable best efforts to cause the Closing to occur;

(d)by either Seller or Purchaser, in the event the Closing has not occurred by October 25, 2013 (the “End Date”) unless the failure to so consummate is due to a breach of this Agreement by the party seeking to terminate; or

A/75499905.9 40

(e)by either Seller or Purchaser, if any Regulatory Authorities that must grant the Regulatory Approval have denied approval of the P&A Transaction and such denial has become final and non-appealable or an Order is in effect that prohibits or makes illegal the consummation of the P&A Transaction, and such Order is final and non-appealable.

10.2Effect of Termination.

(a)In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to Section 10.1, no party hereto (or any of its directors, officers, employees, agents or Affiliates) shall have any liability or further obligation to any other party, except as provided in Section 7.2(b), Section 10.2(b) and (c), and Section 10.3, provided, however, that neither Seller nor Purchaser shall be relieved or released from any liabilities or damages arising out of any willful breach of this Agreement.

(b)If for any reason this Agreement is terminated, in consideration of its access to and information regarding Seller's employees, Purchaser will not, and shall cause its Affiliates not to, directly or indirectly, for a period of two (2) years following the date of termination, solicit for employment any employee of Seller whose primary responsibility is to support or manage the Transferred Activities, provided, however, that nothing in this Section 10.2(b) shall be deemed to prohibit Purchaser or its Affiliates from making solicitations not specifically targeted at such employees (including job announcements in newspapers and industry publications or on the Internet).

(c)If for any reason this Agreement is terminated, in consideration of its access to and information regarding customers of the Transferred Activities, Purchaser will not, and shall cause its Affiliates not to, directly or indirectly, for a period of two (2) years following the date of termination, (i) use any information regarding the Transferred Activities in their possession as a result of the transactions contemplated by this Agreement, including as part of the books and records that are retained by Purchaser, to solicit or engage in other efforts directed to or targeted at any customer or customers of the Transferred Activities with respect to the accepting deposits, liquidity or cash management or lending products or services or (ii) use such information to take any other actions that are designed to induce any customer of the Transferred Activities to transfer any portion of such customer's relationships with Seller with respect to the Transferred Activities to a similar business of Purchaser or its Affiliates; provided, however, that nothing in this Section 10.2(c) shall be construed as limiting the ability of Purchaser to (x) respond to unsolicited requests by customers of the Transferred Activities; or (y) offer or continue to offer deposit, liquidity or cash management or lending services or products that are similar to those comprising the Transferred Activities except to the extent otherwise restricted in this Section 10.2(c).

10.3Certain Expenses. If this Agreement is terminated pursuant to (i) Section 10.1(d) and at the time of such termination, Purchaser would not have been entitled to terminate this Agreement pursuant to Section 10.1(b), (ii) Section 10.1(e), or (iii) Section 10.1(c) based on a breach of Section 7.3, provided that such breach of Section 7.3 was not the result of the lack of full and timely cooperation of Seller, then Purchaser shall promptly, but in no event later than two Business Day after the date of any such termination, reimburse Seller by wire transfer of same day funds for all out-of-pocket costs documented by Seller to have been expended or

A/75499905.9 41

incurred by it in connection with the transactions contemplated by this Agreement, including, in respect of counsel and financial advisors (not including employee time); provided that Purchaser shall not be required to reimburse Seller more than $1,250,000.

ARTICLE 11

INDEMNIFICATION

11.1Indemnification. (a) Subject to Section 12.1, after the Closing, Seller shall indemnify and hold harmless Purchaser and any Person directly or indirectly controlling or controlled by Purchaser, and their respective directors, officers, employees and agents, from and against any and all Losses asserted against or incurred by Purchaser to the extent arising out of or resulting from the following:

(i) any breach of any representation or warranty made by Seller in this Agreement (disregarding, in each case, for purposes of determining whether a breach has occurred and the amount of any Loss, any qualification for “materiality,” “in all material respects,” “Material Adverse Effect” or similar materiality qualifications);

(ii) any breach of any covenant or agreement to be performed by Seller pursuant to this Agreement;

(iii) any Excluded Taxes; or

(iv) any Excluded Liability.

(b)Subject to Section 12.1, after the Closing, Purchaser shall indemnify and hold harmless Seller and any Person directly or indirectly controlling or controlled by Seller, and their respective directors, officers, employees and agents from and against any and all Losses asserted against or incurred by Seller to the extent arising out of or resulting from the following:

(i) any breach of any representation or warranty made by Purchaser in this Agreement (disregarding, in each case, for purposes of determining whether a breach has occurred and the amount of any Loss, any qualification for “materiality,” “in all material respects,” “Material Adverse Effect” or similar materiality qualifications);

(ii) any breach of any covenant or agreement to be performed by Purchaser pursuant to this Agreement;

(iii) the Assumed Liabilities or any legal action, administrative or judicial proceeding, claim, penalty or liability arising out of Purchaser's operation after the Closing of the Assets or the Transferred Activities; or

(iv) Purchaser's misallocation of proceeds of CDARS CDs delivered by Seller to Purchaser in accordance with Section 4.6, if any.

A/75499905.9 42

(c)Third-Party Claims.

(i) Each Person entitled to indemnification under this Article 11 (the “Indemnified Person”) shall give notice to the Person required to provide indemnification hereunder (the “Indemnifying Person”) promptly after such Indemnified Person (1) receives notice of any claim, action, suit, proceeding or demand asserted by any Person who is not a party (or a successor to a party) to this Agreement or (2) subject to Section 11.1(d), has Knowledge of any other claim, event or matter as to which indemnity may be sought (a “Third-Party Claim”), in either case subclause (1) or (2), setting forth in reasonable detail the facts and circumstances pertaining thereto and the basis for the Indemnified Person's right to indemnification; provided that the failure of the Indemnified Person to give notice as provided in this Section 11.1(c) shall not relieve any Indemnifying Person of its obligations under this Article 11, except to the extent that such failure prejudices such Indemnifying Person. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim.

(ii) The Indemnifying Person will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice; provided, however, that the Indemnifying Person will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Person (not to be unreasonably withheld, conditioned or delayed), unless the judgment or proposed settlement (1) involves only the payment of money damages against which the Indemnified Person is indemnified by the Indemnifying Person, (2) does not impose an injunction or other equitable relief upon the Indemnified Person and (3) does not involve a finding or admission of any violation of law or other wrongdoing by the Indemnified Person. If the Indemnifying Person elects to assume the defense of a Third-Party Claim, (A) the Indemnified Person will cooperate in all reasonable respects with the Indemnifying Person and its attorneys in such defense, and (B) the Indemnifying Person will not be liable to the Indemnified Person for legal expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. Provided that an Indemnified Person has given the Indemnifying Person notice of a Third-Party Claim as required hereunder, if an Indemnifying Person declines to assume the defense of the Third-Party Claim, the Indemnified Person may defend against the Third-Party Claim in any manner it may reasonably deem appropriate, and the Indemnifying Person shall be bound by any final determination with respect to such Third-Party Claim; provided, however, that the Indemnified Person may not agree to any settlement without the consent of the Indemnifying Person (not to be unreasonably withheld, conditioned or delayed). Each party shall

A/75499905.9 43

reasonably cooperate with the other parties by providing records and information on a timely basis that are reasonably relevant to any Third-Party Claim, and shall in good faith regularly consult with counsel for the other parties and include such counsel in relevant conferences and proceedings to the extent requested by such counsel.

(iii) The parties shall cooperate with each other to obtain the benefits of any insurance coverage for Third-Party Claims that may be in effect at the time a Third-Party Claim is asserted, and, if any insurance carrier for Seller, any Affiliate of Seller or Purchaser is obligated or agrees to defend any Third-Party Claim, such defense shall be tendered to such insurance carrier and the rights of the parties among themselves regarding the assumption and control of such defense shall be subject to the reasonable requirements of such insurance carrier. Nothing contained herein shall obligate any party to obtain or continue after the Closing any insurance coverage for any period.

(iv) Within ten (10) calendar days of determination of the amount of a Third Party-Claim becoming non-appealable (whether as a result of procedural exhaustion or lapse of time), the Indemnifying Person shall pay to the Indemnified Person an amount equal to the Third-Party Claim by wire transfer of immediately available funds to the bank account or accounts designated in writing by the Indemnified Person not less than one (1) Business Day prior to such payment.

(d)Direct Claims. If an Indemnified Person has a claim against an Indemnifying Person under this Agreement that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnifying Person (a “Direct Claim”), the Indemnified Person shall deliver notice of such Direct Claim with reasonable promptness to the Indemnifying Person; provided that the failure of the Indemnified Person to give notice as provided in this Section 11.1(d) shall not relieve any Indemnifying Person of its obligations under this Article 11, except to the extent that such failure prejudices such Indemnifying Person. Within ten (10) calendar days of the final determination of the amount of the Direct Claim pursuant to the terms of this Section 11.1(d), the Indemnifying Person shall pay to the Indemnified Person an amount equal to the Direct Claim by wire transfer of immediately available funds to the bank account or accounts designated in writing by the Indemnified Person not less than one (1) Business Day prior to such payment.

(e)Notwithstanding anything to the contrary contained in this Agreement:

(i) In no event shall an Indemnified Person be entitled to special, consequential, incidental, exemplary or punitive damages or damages for lost profits or based on any multiple in any action relating to the subject matter of this Agreement; provided that the foregoing shall not limit the right of an Indemnified Person to indemnification in accordance with this Article 11 with respect to a Loss actually incurred in respect of any similar component of any Third-Party Claim. No Indemnifying Person shall have

A/75499905.9 44

any liability under this Article 11 for any Losses to the extent that the Losses arose from or were exacerbated by any action taken directly or indirectly by any Indemnified Person on or after the Closing Date. Any Indemnified Person that becomes aware of a Loss for which it seeks indemnification under this Article 11 shall use commercially reasonable best efforts to mitigate the Loss, including taking any actions reasonably requested by the Indemnifying Person; provided, that the Indemnified Person shall not be required to incur any out-of-pocket fees or expenses in connection with such mitigation. An Indemnifying Person shall not be liable for any portion of a Loss to the extent that it is attributable to the Indemnified Person's failure to use commercially reasonable best efforts to mitigate. Seller and its Affiliates shall have no liability for any Loss which would not have arisen but for any change in the accounting policies, practices or procedures adopted by Purchaser or its Affiliates or for any other act or omission by Purchaser or its Affiliates after the Closing Date.

(ii) The amount of any Losses of any Indemnified Person under this Article 11 shall be reduced by the amount, if any, received by the Indemnified Person from any third party (including any insurance company or other insurance provider (such amount being referred to herein as a “Third-Party Reimbursement”)) in respect of the Losses suffered thereby. Any Indemnified Person having a claim under these indemnification provisions shall use commercially reasonable best efforts to recover under all Third-Party Reimbursement (including under applicable insurance policies) so as to reduce the amount of any Losses hereunder. If, after receipt by an Indemnified Person of any indemnification payment hereunder, such Person receives or becomes entitled to receive a Third-Party Reimbursement in respect of the same Losses (whether in whole or in part) for which indemnification was made and such Third-Party Reimbursement was not taken into account in assessing the amount of indemnification, then the Indemnified Person shall promptly turn over all or the relevant portion of such Third-Party Reimbursement to the Indemnifying Person up to the amount of the indemnification paid pursuant hereto.

(f)Notwithstanding the foregoing, if a Third-Party Claim includes or would reasonably be expected to include both a claim for Taxes that are Assumed Liabilities pursuant to Section 2.2(a)(iii) (“Purchaser Taxes”) and a claim for Taxes that are not Assumed Liabilities pursuant to Section 2.2(a)(iii) (“Seller Taxes”), and such claim for Seller Taxes is not separable from such a claim for Purchaser Taxes, Purchaser (if the claim for Purchaser Taxes exceeds or reasonably would be expected to exceed in amount the claim for Seller Taxes) or otherwise Seller (Seller or Purchaser, as the case may be, the “Controlling Party”) shall be entitled to control the defense of such Third-Party Claim (such Third-Party Claim, a “Tax Claim”). In such case, the other party (Seller or Purchaser, as the case may be, the “Non-Controlling Party”) shall be entitled to participate fully (at the Non-Controlling Party's sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of

A/75499905.9 45

such Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed). The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes.

(g)Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign law), Seller, Purchaser, and their respective Affiliates shall treat any and all payments under this Article 11 as an adjustment to the Purchase Price for all Tax purposes.

11.2Exclusivity. After the Closing, except as expressly set forth in Sections 4.7 and 8.3, and except in the case of fraud or willful misconduct, this Article 11 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby; provided that it is understood and agree that the foregoing shall not prevent a party from obtaining non-monetary equitable remedy, including specific performance or injunctive relief.

11.3Limitations on Indemnity. An Indemnifying Person shall have no liability to an Indemnified Person for indemnification for any breach of any Loss pursuant to Section 11.1 hereof (i) until the total of all Losses with respect to such matters exceeds $100,000 in the aggregate (the “Loss Threshold”), at which point an Indemnifying Person will be obligated to indemnify the Indemnified Person from and against all such Losses relating back to the first dollar, and (ii) provided that the obligation of Seller, as an Indemnifying Person, to indemnify Indemnified Persons shall not exceed Four Million Dollars ($4,000,000) (the “Cap”); provided, however, that the obligation of (A) Seller, as an Indemnifying Person, to indemnify the Indemnified Persons pursuant to Section 11.1 hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 5.1 and 5.2 hereof, and (B) Purchaser, as an Indemnifying Person, to indemnify the Indemnified Persons pursuant to Section 11.1 hereof on account of the breach by Purchaser of any representation and warranty made by Purchaser pursuant to Sections 6.1 and 6.2 hereof, shall not be subject to the Loss Threshold or the Cap; providedfurther that the obligation of Seller, as an Indemnifying Person, to indemnify the Indemnified Persons pursuant to Section 11.1(a)(iii) and Section 11.1(a)(iv) shall not be subject to the Loss Threshold or the Cap; providedfurther that the obligation of Purchaser, as an Indemnifying Person, to indemnify the Indemnified Persons pursuant to Section 11.1(b)(iii) and Section 11.1(b)(iv) shall not be subject to the Loss Threshold or the Cap.

ARTICLE 12

MISCELLANEOUS

12.1Survival. (a) All representations and warranties contained in this Agreement or in any Schedule to this Agreement, or in any certificate, document or other instrument delivered in connection with this Agreement, and the right to commence any claim with respect thereto under this Agreement, shall terminate and cease to be of further force and effect as of the date that is twenty-four (24) months after the Closing Date, provided, however that the representations and warranties set forth in Section 5.10 shall survive until the expiration of applicable statute of limitations, and providedfurther that the representations and warranties contained in Section 8.1

A/75499905.9 46

shall survive until sixty (60) calendar days after the expiration of the applicable statute of limitations, and thereafter neither party may claim any Loss in relation to a breach thereof (each such specified period, the “Survival Period”); provided, however, that the claims set forth in any claim for indemnity duly made in accordance with the terms of Article 11 by an Indemnified Person on or prior to the Survival Period shall survive until such claim is finally resolved All covenants and agreements made by any party in this Agreement shall survive until performed in full or the obligation to so perform shall have expired.

(b)No claim based on any breach of any representation or warranty shall be valid or made unless notice with respect thereto is given to the Indemnifying Person in accordance with this Agreement.

12.2Assignment. Neither this Agreement nor any of the rights, interests or obligations of either party may be assigned by either party hereto without the prior written consent of the other party, and any purported assignment in contravention of this Section 12.2 shall be void.

12.3Binding Effect. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.4Public Notice. From the date of this Agreement until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, consult with each other before issuing any press release or public statement or making any other public disclosure (including any broad-based employee communication that is reasonably likely to become the subject of public disclosure) related to this Agreement and the transactions contemplated hereby and shall not issue any such press release or public statement or make any other such public disclosure without the prior written consent of Seller or Purchaser, as the case may be, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that it is expressly agreed that no press release, public statement or broad-based employee communication that is reasonably likely to become the subject of public disclosure related to this Agreement shall be made by either party until the earlier of (a) the first date of publication of notice that Purchaser has filed an application seeking the Regulatory Approval or (b) the date that Unit Employees are first notified of the transactions contemplated by this Agreement; and provided, further, that nothing in this Section 12.4 shall be deemed to prohibit Seller or Purchaser or any of their respective Affiliates from providing a general overview of the transactions contemplated by this Agreement to any Regulatory Authority charged with the supervision or regulation of Seller or Purchaser, as applicable, or making any disclosure necessary, based on the advice of outside counsel, in order to satisfy its disclosure obligations imposed by applicable law or any self-regulatory organization or as necessary to obtain the Regulatory Approval, after making reasonable efforts under the circumstances to consult with the non-disclosing party prior to such disclosure.

12.5Notices. All notices, requests, demands, consents and other communications given or required to be given under this Agreement and under the related documents shall be in writing and delivered to the applicable party at the address indicated below:

A/75499905.9 47

If to Seller:	First Bank
	135 N. Meramec
	St. Louis, MO 63105
	Attention:	Terrance M. McCarthy
		Chairman, President and Chief Executive
		Officer
	Fax: (314)854-4690
With copies to:	First Bank
	135 N. Meramec
	St. Louis, MO 63105
	Attention:	Peter D. Wimmer
		Senior Vice President and General Counsel
	Fax: (314)854-4617
and
	Bryan Cave LLP
	301 South College Street, Suite 3400
	Charlotte, NC 28202
	Attention:	B.T. Atkinson
	Fax: (704)749-9354
If to Purchaser:	Union Bank, N.A.
	400 California Street
	San Francisco, California 94104
	Attention: Todd H. Baker, EVP and
	Strategy Director, Corporate Strategy & Development
	Fax: (415) 765-2950
With copies to:	Union Bank, N.A.
	445 South Figueroa Street, 12th Floor
	MC G12-300 Los Angeles, CA 90071-1602
	Attention: Mark T. Gillett, SVP and Senior Counsel
	Fax: (213) 236-7575
and
	Bingham McCutchen, LLP
	Three Embarcadero Center
	San Francisco, CA 94111
	Attention: James M. Rockett
	Fax: (415) 393-2286

or, as to each party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 12.5. Any notices shall be in writing, including telegraphic or facsimile communication, and may be sent by registered

A/75499905.9 48

or certified mail, return receipt requested, postage prepaid, or by fax, or by overnight delivery service. Notice shall be effective upon actual receipt thereof.

12.6Expenses. Except as expressly provided otherwise in this Agreement, each party shall bear any and all costs and expenses that it incurs, or that may be incurred on its behalf, in connection with the preparation of this Agreement and consummation of the transactions described herein, and the expenses, fees, and costs necessary for any approvals of the appropriate Regulatory Authorities.

12.7Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California applicable to agreements made and entirely to be performed in such state and without regard to its principles of conflict of laws. The parties hereto consent to the exclusive jurisdiction of the courts of any federal or state court sitting in San Francisco, California and agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any such court.

12.8Waiver of Jury Trial. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN OR AMONG THE UNDERSIGNED PARTIES.

(a)In the event the jury trial waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

(b)With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Dispute”) between or among the parties arising out of or relating to this Agreement or any other document, instrument or agreement between or among the undersigned parties related to this Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Dispute, including whether the Dispute is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the Superior Court in the County where the real property involved in the action, if any, is located or in a County where venue is otherwise appropriate under applicable law and consistent with this Agreement (the “Court”).

(c)The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) claims or disputes of a party related to or arising under this Agreement (including but not limited to any claims or disputes relating the exercise of any right to offset arising under such Agreement) (iv) appointment of a receiver and

A/75499905.9 49

(v) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This Agreement does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii), (iv) and (v). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this Agreement.

(d)The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) calendar days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted.

(e)The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) calendar days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) calendar days after the date of the conference and (iii) report a statement of decision within twenty (20) calendar days after the matter has been submitted for decision.

(f)The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party's failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) calendar days written notice, and all other discovery shall be responded to within fifteen (15) calendar days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

(g)Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee's power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

(h)The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that

A/75499905.9 50

will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

(i)If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between or among the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

(j)THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS.

12.9Entire Agreement; Amendment. (a) This Agreement, together with the Confidentiality Agreement between Seller and Purchaser, dated as of August 17, 2012, contains the entire understanding of and all agreements between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous discussion, negotiation, term sheet, agreement, understanding or arrangement, and there are no agreements, understandings, representations or warranties between the parties other than those set forth or referred to in this Agreement.

(b)This Agreement may not be amended or supplemented in any manner except by mutual agreement of the parties and as set forth in a writing signed by the parties hereto or their respective successors in interest. The waiver of any beach of any provision under this Agreement by any party shall not be deemed to be waiver of any preceding or subsequent breach under this Agreement. No such waiver shall be effective unless in writing.

12.10Third-Party Beneficiaries. Except as expressly provided in Section 11.1, this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than Seller and Purchaser.

A/75499905.9 51

12.11Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party (including by means of electronic delivery of facsimile), it being understood that the parties need not sign the same counterpart. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

12.12Headings. The headings used in this Agreement are inserted for purposes of convenience of reference only and shall not limit or define the meaning of any provisions of this Agreement.

12.13Severability. If any provision of this Agreement, as applied to any party or circumstance, shall be judged by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way effect any other provision of this Agreement, the application of any such provision and any other circumstances or the validity or enforceability of the other provisions of this Agreement.

12.14Interpretation. (a) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits to this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph and Exhibit references are to the Articles, Sections, paragraphs in and Exhibits to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation” unless the context otherwise requires or unless otherwise specified, (iv) the word “or” shall not be exclusive, (v) all pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, as the context may require and (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

(b)It is understood and agreed that the specification of any U.S. dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Schedule in any dispute or controversy between the parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Schedule is or is not material for purposes of this Agreement.

(c)This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

A/75499905.9 52

12.15Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof (and, more specifically, that irreparable damage would likewise occur if the P&A Transaction was not consummated), and, accordingly, that the parties shall be entitled, without the necessity of posting a bond or other security, to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties' obligation to consummate the P&A Transaction, subject to the terms and conditions of this Agreement).

[Remainder of page intentionally left blank]

A/75499905.9 53

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

FIRST BANK
By:	/s/	Terrance M. McCarthy
	Name:	Terrance M. McCarthy
	Title:	Chairman
UNION BANK, N.A.
By:	/s/	Todd H. Baker
	Name:	Todd H. Baker
	Title:	Executive Vice President
		Corporate Strategy & Development

A/75499905.9 [Signature Page - Purchase and Assumption Agreement]

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a) OR RULE 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Terrance M. McCarthy, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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: August 9, 2013

FIRST BANKS, INC.
By:	/s/	Terrance M. McCarthy
		Terrance M. McCarthy
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a) OR RULE 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Lisa K. Vansickle, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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: August 9, 2013

FIRST BANKS, INC.
By:	/s/	Lisa K. Vansickle
		Lisa K. Vansickle
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350

I, Terrance M. McCarthy, President and Chief Executive 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 to the best of my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2013 (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: August 9, 2013

By:	/s/	Terrance M. McCarthy
		Terrance M. McCarthy
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350

I, Lisa K. Vansickle, Executive Vice President 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 to the best of my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2013 (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: August 9, 2013

By:	/s/	Lisa K. Vansickle
		Lisa K. Vansickle
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

FAIR VALUE DISCLOSURES (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Fair Value Disclosures [Abstract]
Loans transferred to other real estate and repossessed assets			$ 5,221	$ 12,948
Write-downs on other real estate and repossessed assets	(551)	(4,115)	(809)	(6,253)
Other real estate and repossessed assets	$ 78,152		$ 78,152		$ 91,995

XML

INCOME TAXES (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Schedule of Income Taxes [Line Items]
Deferred Tax Assets, Valuation Allowance	$ 390,835,000		$ 390,835,000		$ 376,224,000
Unrecognized Tax Benefits	836,000		836,000		1,100,000
Unrecognized Tax Benefits That Would Affect Provision For Income Taxes	551,000		551,000		740,000
Unrecognized Tax Benefits, Interest on Income Taxes Accrued	121,000		121,000		116,000
Unrecognized Tax Benefits, Interest on Income Taxes Expense	(7,000)	20,000	5,000	36,000
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	(165,000)		(165,000)
Estimated Provision For Income Taxes Before Deferred Tax Asset Valuation Allowance Resulting From Lapse Of Applicable Statute Of Limitations	108,000		108,000
Internal Revenue Service (IRS) [Member]
Schedule of Income Taxes [Line Items]
Operating Loss Carryforwards	611,000,000		611,000,000		597,700,000
State and Local Jurisdiction [Member]
Schedule of Income Taxes [Line Items]
Operating Loss Carryforwards	800,800,000		800,800,000		786,400,000
Deferred Tax Asset Related to Net Operating Loss	$ 68,400,000		$ 68,400,000		$ 65,900,000

XML

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2013

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’EQUITY

Common Stock. There is no established public trading market for the Company’s common stock. Various trusts, which were established by and are administered by and for the benefit of the Company’s Chairman of the Board and members of his immediate family (including Mr. Michael Dierberg, Vice Chairman of the Company), own all of the voting stock of the Company.

Preferred Stock. The Company has four classes of preferred stock outstanding. The Class A Convertible Adjustable Rate Preferred Stock, or Class A Preferred Stock, is convertible into shares of common stock at a rate based on the ratio of the par value of the preferred stock to the current market value of the common stock at the date of conversion, to be determined by independent appraisal at the time of conversion. Shares of Class A Preferred Stock may be redeemed by the Company at any time at 105.0% of par value. The Class B Non-Convertible Adjustable Rate Preferred Stock, or Class B Preferred Stock, may not be redeemed or converted. The holders of the Class A and Class B Preferred Stock have full voting rights. Dividends on the Class A and Class B Preferred Stock are adjustable quarterly based on the highest of the Treasury Bill Rate or the Ten Year Constant Maturity Rate for the two-week period immediately preceding the beginning of the quarter. This rate shall not be less than 6.0% nor more than 12.0% on the Class A Preferred Stock, or less than 7.0% nor more than 15.0% on the Class B Preferred Stock. Effective August 10, 2009, the Company suspended the declaration of dividends on its Class A and Class B Preferred Stock.

On December 31, 2008, the Company issued 295,400 shares of Class C Fixed Rate Cumulative Perpetual Preferred Stock (Class C Preferred Stock) and 14,770 shares of Class D Fixed Rate Cumulative Perpetual Preferred Stock (Class D Preferred Stock) to the United States Department of the Treasury (U.S. Treasury) in conjunction with the U.S. Treasury’s Troubled Asset Relief Program’s Capital Purchase Program (CPP). The Class C Preferred Stock has a par value of $1.00 per share and a liquidation preference of $1,000 per share. The holders of the Class C Preferred Stock have no voting rights except in certain limited circumstances. The Class C Preferred Stock carries an annual dividend rate equal to 5% for the first five years and the annual dividend rate increases to 9% per annum on and after February 15, 2014, payable quarterly in arrears beginning February 15, 2009. The Class D Preferred Stock has a par value of $1.00 per share and a liquidation preference of $1,000 per share. The holders of the Class D Preferred Stock have no voting rights except in certain limited circumstances. The Class D Preferred Stock carries an annual dividend rate equal to 9%, payable quarterly in arrears beginning February 15, 2009. The Class C Preferred Stock and the Class D Preferred Stock qualify as Tier 1 capital. Effective February 17, 2009, the Class C Preferred Stock and the Class D Preferred Stock may be redeemed at any time without penalty and without the need to raise new capital, subject to the U.S. Treasury’s consultation with the Company’s primary regulatory agency. The Class D Preferred Stock may not be redeemed until all of the outstanding shares of the Class C Preferred Stock have been redeemed. In addition, the U.S. Treasury has certain supervisory and oversight duties and responsibilities under the CPP and, pursuant to the terms of the agreement governing the issuance of the Class C Preferred Stock and the Class D Preferred Stock to the U.S. Treasury (Purchase Agreement), the U.S. Treasury is empowered to unilaterally amend any provision of the Purchase Agreement with the Company to the extent required to comply with any changes in applicable federal statutes. As a result of the Company’s deferral of dividends to the U.S. Treasury for an aggregate of six quarters, the U.S. Treasury had the right to elect two directors to the Company’s Board. On July 13, 2011, the U.S. Treasury elected two members to the Company’s Board of Directors.

On August 1, 2013, the U.S. Treasury closed its initial auction of the Class C Preferred Stock and the Class D Preferred Stockto unaffiliated third party investors in a private transaction. The preliminary results of the auction indicate the U.S. Treasury expects to sell approximately 96.0% of the Class C Preferred Stock and all of the Class D Preferred Stock, and the pending sale is expected to be completed on August 12, 2013. The Company will not receive any proceeds from the sale and the sale will have no effect on the terms of the outstanding Class C Preferred Stock and Class D Preferred Stock, including the Company's obligation to satisfy accrued and unpaid dividends prior to the payment of any dividend or other distribution to holders of junior or parity stock, including the Company's common stock, Class A Preferred Stock and Class B Preferred Stock, and an increase in the dividend rate from 5% to 9%, commencing with the dividend payment date of February 15, 2014. Further, the sale of the Class C Preferred Stock and the Class D Preferred Stock will have no effect on the Company's regulatory capital, financial condition or results of operations.

The Company allocated the total proceeds received under the CPP of $295.4 million to the Class C Preferred Stock and the Class D Preferred Stock based on the relative fair values of the respective classes of preferred stock at the time of issuance. The discount on the Class C Preferred Stock of $17.3 million is being accreted to retained earnings on a level-yield basis over five years. Accretion of the discount on the Class C Preferred Stock was $908,000 and $1.8 million for the three and six months ended June 30, 2013, respectively, compared to $883,000 and $1.8 million for the comparable periods in 2012.

The redemption of any issue of preferred stock requires the prior approval of the Federal Reserve. Furthermore, the Purchase Agreement that the Company entered into with the U.S. Treasury contains limitations on certain actions of the Company, including, but not limited to, payment of dividends and redemptions and acquisitions of the Company’s equity securities. In addition, the Company, under its agreement with the FRB, has agreed, among other things, to provide certain information to the FRB including, but not limited to, notice of plans to materially change its fundamental business and notice to raise additional equity capital. Furthermore, the Company agreed not to pay any dividends on its common or preferred stock without the prior approval of the FRB, as further described in Note 11 to the consolidated financial statements.

In conjunction with the deferral of its regularly scheduled interest payments on its outstanding junior subordinated debentures on August 10, 2009, as further described in Note 9 to the consolidated financial statements, the Company also began suspending the payment of cash dividends on its outstanding preferred stock beginning with the regularly scheduled quarterly dividend payments on the preferred stock that would otherwise have been made in August and September 2009. The Company has deferred such payments for 16 quarterly periods as of June 30, 2013. Consequently, the Company has suspended the declaration of dividends on its Class A and Class B preferred stock, but continues to declare and accumulate dividends on its Class C Preferred Stock and its Class D Preferred Stock. The Company has declared and deferred $64.4 million and $56.3 million of its regularly scheduled dividend payments on its Class C Preferred Stock and Class D Preferred Stock at June 30, 2013 and December 31, 2012, respectively, and has declared and accrued an additional $7.4 million and $5.6 million of cumulative dividends on such deferred dividend payments at June 30, 2013 and December 31, 2012, respectively.

During the first quarter of 2013, the Company reclassified certain of its available-for-sale investment securities to held-to-maturity investment securities at their respective fair values, which totaled $242.5 million, in aggregate, as further described in Note 3 to the consolidated financial statements. The gross unrealized gain on these available-for-sale investment securities at the time of transfer was $5.0 million. The unrealized gain included as a component of accumulated other comprehensive income was $2.8 million at the time of transfer, net of tax of $2.2 million. The fair value adjustment at the time of transfer of $5.0 million was recorded as additional premium on the investment securities, and is being amortized as an adjustment to interest income on investment securities over the remaining lives of the respective securities. The amortization of the unrealized gain reported in stockholders’ equity is also being amortized as an adjustment to interest income on investment securities over the remaining lives of the respective securities. Consequently, the combined amortization of the additional premium and the unrealized gain have no net impact on interest income on investment securities.

Accumulated Other Comprehensive Income. The following table summarizes changes in accumulated other comprehensive income, net of tax, by component, for the three and six months ended June 30, 2013:

	Investment Securities			Defined Benefit Pension Plan		Deferred Tax Asset Valuation Allowance		Total
				(dollars expressed in thousands)
Three Months Ended June 30, 2013:
Balance, beginning of period	$	32,510		(3,514	)	11,495		40,491
Other comprehensive income (loss) before reclassifications	(16,982		)	30		(13,745	)	(30,697	)
Amounts reclassified from accumulated other comprehensive income (loss)	(191		)	—		—		(191	)
Net current period other comprehensive income (loss)	(17,173		)	30		(13,745	)	(30,888	)
Balance, end of period	$	15,337		(3,484	)	(2,250	)	9,603
Six Months Ended June 30, 2013:
Balance, beginning of period	$	35,186		(3,544	)	13,617		45,259
Other comprehensive income (loss) before reclassifications	(19,663		)	60		(15,867	)	(35,470	)
Amounts reclassified from accumulated other comprehensive income (loss)	(186		)	—		—		(186	)
Net current period other comprehensive income (loss)	(19,849		)	60		(15,867	)	(35,656	)
Balance, end of period	$	15,337		(3,484	)	(2,250	)	9,603

The following table summarizes changes in accumulated other comprehensive income, net of tax, by component, for the three and six months ended June 30, 2012:

	Investment Securities			Defined Benefit Pension Plan		Deferred Tax Asset Valuation Allowance		Total
				(dollars expressed in thousands)
Three Months Ended June 30, 2012:
Balance, beginning of period	$	25,816		(2,612	)	2,712		25,916
Other comprehensive income (loss) before reclassifications	5,152			21		2,792		7,965
Amounts reclassified from accumulated other comprehensive income (loss)	3			—		—		3
Net current period other comprehensive income (loss)	5,155			21		2,792		7,968
Balance, end of period	$	30,971		(2,591	)	5,504		33,884
Six Months Ended June 30, 2012:
Balance, beginning of period	$	19,437		(2,633	)	(738	)	16,066
Other comprehensive income (loss) before reclassifications	11,870			42		6,242		18,154
Amounts reclassified from accumulated other comprehensive income (loss)	(336		)	—		—		(336	)
Net current period other comprehensive income (loss)	11,534			42		6,242		17,818
Balance, end of period	$	30,971		(2,591	)	5,504		33,884

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 6) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013 contracts	Jun. 30, 2012 contracts	Jun. 30, 2013 contracts	Jun. 30, 2012 contracts
Commercial, financial and agricultural [Member]
Loan Modifications as Troubled Debt Restructurings:
Number of Contracts	0	0	1	0
Pre-Modification Outstanding Recorded Investment	$ 0	$ 0	$ 90	$ 0
Post-Modification Outstanding Recorded Investment	0	0	45	0
Real estate construction and development [Member]
Loan Modifications as Troubled Debt Restructurings:
Number of Contracts	0	0	0	2
Pre-Modification Outstanding Recorded Investment	0	0	0	803
Post-Modification Outstanding Recorded Investment	0	0	0	390
One-to-four-family residential [Member]
Loan Modifications as Troubled Debt Restructurings:
Number of Contracts	10	15	20	29
Pre-Modification Outstanding Recorded Investment	2,647	2,823	4,870	5,427
Post-Modification Outstanding Recorded Investment	2,644	2,817	4,542	5,378
Commercial real estate [Member]
Loan Modifications as Troubled Debt Restructurings:
Number of Contracts	1	0	1	1
Pre-Modification Outstanding Recorded Investment	156	0	156	5,018
Post-Modification Outstanding Recorded Investment	$ 156	$ 0	$ 156	$ 5,018

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Interest income:
Interest and fees on loans	$ 29,885	$ 36,110	$ 60,058	$ 73,829
Investment securities	13,317	14,603	26,565	28,159
Federal Reserve Bank and Federal Home Loan Bank stock	307	223	610	560
Short-term investments	223	206	485	459
Total interest income	43,732	51,142	87,718	103,007
Interest expense:
Interest-bearing demand	74	104	150	213
Savings and money market	632	945	1,267	2,000
Time deposits of $100 or more	573	1,063	1,229	2,261
Other time deposits	978	1,800	2,081	3,885
Other borrowings	(15)	20	(12)	41
Subordinated debentures	3,733	3,683	7,409	7,369
Total interest expense	5,975	7,615	12,124	15,769
Net interest income	37,757	43,527	75,594	87,238
Provision for loan losses	0	0	0	2,000
Net interest income after provision for loan losses	37,757	43,527	75,594	85,238
Noninterest income:
Service charges on deposit accounts and customer service fees	8,607	9,200	16,921	17,975
Gain on loans sold and held for sale	1,572	3,595	3,125	5,983
Net gain (loss) on investment securities	345	(5)	(71)	517
Increase (decrease) in fair value of servicing rights	470	(1,981)	624	(2,191)
Loan servicing fees	1,776	1,910	3,493	3,918
Other	6,173	3,136	10,246	6,677
Total noninterest income	18,943	15,855	34,338	32,879
Noninterest expense:
Salaries and employee benefits	19,645	18,500	39,196	37,568
Occupancy, net of rental income	5,935	5,484	11,769	10,423
Furniture and equipment	2,538	2,663	5,121	5,250
Postage, printing and supplies	711	611	1,339	1,345
Information technology fees	5,270	5,865	10,555	11,911
Legal, examination and professional fees	1,497	2,929	3,160	5,446
Advertising and business development	584	435	1,016	970
FDIC insurance	1,838	3,075	3,720	6,305
Write-downs and expenses on other real estate and repossessed assets	1,259	4,732	2,770	8,282
Other	4,866	5,571	9,544	11,859
Total noninterest expense	44,143	49,865	88,190	99,359
Income from continuing operations before (benefit) provision for income taxes	12,557	9,517	21,742	18,758
(Benefit) provision for income taxes	(345)	121	20	216
Net income from continuing operations	12,902	9,396	21,722	18,542
Loss from discontinued operations, net of tax	(3,334)	(2,273)	(5,398)	(4,581)
Net income	9,568	7,123	16,324	13,961
Less: net income (loss) attributable to noncontrolling interest in subsidiary	105	(385)	151	(445)
Net income attributable to First Banks, Inc.	9,463	7,508	16,173	14,406
Preferred stock dividends declared and undeclared	4,947	4,690	9,828	9,317
Accretion of discount on preferred stock	908	883	1,806	1,767
Net income available to common stockholders	$ 3,608	$ 1,935	$ 4,539	$ 3,322
Basic and diluted earnings per common share from continuing operations (in dollars per share)	$ 293.39	$ 177.84	$ 419.98	$ 334.02
Basic and diluted loss per common share from discontinued operations (in dollars per share)	$ (140.90)	$ (96.06)	$ (228.14)	$ (193.61)
Basic and diluted earnings per common share (in dollars per share)	$ 152.49	$ 81.78	$ 191.84	$ 140.41
Weighted average shares of common stock outstanding (in shares)	23,661	23,661	23,661	23,661

XML

INVESTMENTS IN DEBT AND EQUITY SECURITIES

6 Months Ended

Jun. 30, 2013

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS IN DEBT AND EQUITY SECURITIES

INVESTMENTS INDEBT ANDEQUITYSECURITIES

Securities Available for Sale. The amortized cost, contractual maturity, gross unrealized gains and losses and fair value of investment securities available for sale at June 30, 2013 and December 31, 2012 were as follows:

	Maturity									Total Amortized Cost	Gross				Weighted Average Yield
	1 Year			1-5		5-10		After			Unrealized			Fair
	or Less			Years		Years		10 Years			Gains	Losses		Value
	(dollars expressed in thousands)
June 30, 2013:
Carrying value:
U.S. Government sponsored agencies	$	—		48,874		17,036		209,330		275,240	2,174	(3,172	)	274,242	1.37	%
Residential mortgage-backed	50			23,841		141,120		1,027,212		1,192,223	17,652	(9,729	)	1,200,146	2.33
Commercial mortgage-backed	—			—		799		—		799	73	—		872	5.03
State and political subdivisions	1,323			3,067		201		28,463		33,054	113	(524	)	32,643	1.37
Corporate notes	4,941			135,506		49,737		—		190,184	5,507	(805	)	194,886	2.89
Equity investments	—			—		—		1,500		1,500	—	(27	)	1,473	2.25
Total	$	6,314		211,288		208,893		1,266,505		1,693,000	25,519	(14,257	)	1,704,262	2.22
Fair value:
Debt securities	$	6,409		217,042		208,677		1,270,661
Equity securities	—			—		—		1,473
Total	$	6,409		217,042		208,677		1,272,134
Weighted average yield	3.09		%	2.26	%	2.24	%	2.21	%
December 31, 2012:
Carrying value:
U.S. Government sponsored agencies	$	10,051		80,328		—		213,892		304,271	6,304	(146	)	310,429	1.42	%
Residential mortgage-backed	364			24,014		219,286		1,251,917		1,495,581	38,983	(497	)	1,534,067	2.32
Commercial mortgage-backed	—			—		806		—		806	109	—		915	4.86
State and political subdivisions	985			3,579		201		—		4,765	164	—		4,929	4.05
Corporate notes	—			137,090		49,704		—		186,794	6,192	(621	)	192,365	3.13
Equity investments	—			—		—		1,000		1,000	22	—		1,022	2.54
Total	$	11,400		245,011		269,997		1,466,809		1,993,217	51,774	(1,264	)	2,043,727	2.26
Fair value:
Debt securities	$	11,476		251,558		275,251		1,504,420
Equity securities	—			—		—		1,022
Total	$	11,476		251,558		275,251		1,505,442
Weighted average yield	2.01		%	2.17	%	2.65	%	2.21	%

Securities Held to Maturity. The amortized cost, contractual maturity, gross unrealized gains and losses and fair value of investment securities held to maturity at June 30, 2013 and December 31, 2012 were as follows:

	Maturity									Total Amortized Cost	Gross				Weighted Average Yield
	1 Year			1-5		5-10		After			Unrealized			Fair
	or Less			Years		Years		10 Years			Gains	Losses		Value
	(dollars expressed in thousands)
June 30, 2013:
Carrying value:
U.S. Government sponsored agencies	$	—		—		22,717		—		22,717	—	(59	)	22,658	1.41	%
Residential mortgage-backed	—			—		207,883		566,691		774,574	554	(13,147	)	761,981	1.81
State and political subdivisions	1,022			1,019		55		1,066		3,162	16	(26	)	3,152	2.08
Total	$	1,022		1,019		230,655		567,757		800,453	570	(13,232	)	787,791	1.80
Fair value:
Debt securities	$	1,032		1,024		227,321		558,414
Weighted average yield	2.91		%	3.28	%	1.60	%	1.87	%
December 31, 2012:
Carrying value:
U.S. Government sponsored agencies	$	—		—		52,582		—		52,582	269	—		52,851	1.63	%
Residential mortgage-backed	—			—		108,420		466,863		575,283	6,142	(614	)	580,811	1.82
State and political subdivisions	826			1,099		252		1,511		3,688	51	(377	)	3,362	1.89
Total	$	826		1,099		161,254		468,374		631,553	6,462	(991	)	637,024	1.80
Fair value:
Debt securities	$	836		1,129		164,433		470,626
Weighted average yield	2.56		%	3.40	%	1.77	%	1.81	%

Proceeds from sales of available-for-sale investment securities were $52.1 million and $118.6 million for the three and six months ended June 30, 2013, respectively, compared to $153.2 million and $207.6 million for the comparable periods in 2012. Gross realized gains and gross realized losses on investment securities for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Gross realized gains on sales of available-for-sale securities	$	346		370		692		892
Gross realized losses on sales of available-for-sale securities	—			(374	)	(354	)	(374	)
Other-than-temporary impairment	(1		)	(1	)	(409	)	(1	)
Net realized gain (loss) on investment securities	$	345		(5	)	(71	)	517

Other-than-temporary impairment for the six months ended June 30, 2013 includes impairment of $407,000 recorded during the first quarter of 2013 on a municipal investment security classified as held-to-maturity. Investment securities with a carrying value of $201.6 million and $257.6 million at June 30, 2013 and December 31, 2012, respectively, were pledged in connection with deposits of public and trust funds, securities sold under agreements to repurchase and for other purposes as required by law.

During the first quarter of 2013, the Company reclassified certain of its available-for-sale investment securities to held-to-maturity investment securities at their respective fair values, which totaled $242.5 million, in aggregate. The determination of the reclassification was made by management based on the Company’s current and expected future liquidity levels and the resulting intent to hold such investment securities to maturity. The net gross unrealized gain on these available-for-sale investment securities at the time of transfer of $5.0 million, in aggregate, was recorded as additional premium on the securities and is being amortized over the remaining lives of the respective securities, as further described in Note 10 to the consolidated financial statements.

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2013 and December 31, 2012, were as follows:

	Less Than 12 Months				12 Months or More			Total
	Fair Value		Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
	(dollars expressed in thousands)
June 30, 2013:
Available for sale:
U.S. Government sponsored agencies	$	122,969	(2,643	)	19,624	(529	)	142,593	(3,172	)
Residential mortgage-backed	419,287		(9,660	)	3,144	(69	)	422,431	(9,729	)
State and political subdivisions	27,939		(524	)	—	—		27,939	(524	)
Corporate notes	26,509		(798	)	4,993	(7	)	31,502	(805	)
Equity investments	1,473		(27	)	—	—		1,473	(27	)
Total	$	598,177	(13,652	)	27,761	(605	)	625,938	(14,257	)
Held to maturity:
U.S. Government sponsored agencies	$	22,658	(59	)	—	—		22,658	(59	)
Residential mortgage-backed	706,199		(13,147	)	—	—		706,199	(13,147	)
State and political subdivisions	1,040		(26	)	—	—		1,040	(26	)
Total	$	729,897	(13,232	)	—	—		729,897	(13,232	)
December 31, 2012:
Available for sale:
U.S. Government sponsored agencies	$	20,018	(146	)	—	—		20,018	(146	)
Residential mortgage-backed	125,449		(441	)	270	(56	)	125,719	(497	)
Corporate notes	—		—		17,675	(621	)	17,675	(621	)
Total	$	145,467	(587	)	17,945	(677	)	163,412	(1,264	)
Held to maturity:
Residential mortgage-backed	$	66,011	(614	)	—	—		66,011	(614	)
State and political subdivisions	1,133		(377	)	—	—		1,133	(377	)
Total	$	67,144	(991	)	—	—		67,144	(991	)

The Company does not believe the investment securities that were in an unrealized loss position at June 30, 2013 are other-than-temporarily impaired. The unrealized losses on the investment securities were primarily attributable to fluctuations in interest rates. It is expected that the securities would not be settled at a price less than the amortized cost. Because the decline in fair value is attributable to changes in interest rates and not credit loss, and because the Company does not intend to sell these investments and it is more likely than not that First Bank will not be required to sell these securities before the anticipated recovery of the remaining amortized cost basis or maturity, these investments are not considered other-than-temporarily impaired. The unrealized losses for U.S. Government sponsored agencies for 12 months or more at June 30, 2013 included one security. The unrealized losses for residential mortgage-backed securities for 12 months or more at June 30, 2013 and December 31, 2012 included nine securities. The unrealized losses for corporate notes for 12 months or more at June 30, 2013 and December 31, 2012 included one and six securities, respectively.

XML

CONTINGENT LIABILITIES

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

CONTINGENT LIABILITIES

CONTINGENTLIABILITIES

In the ordinary course of business, the Company and its subsidiaries become involved in legal proceedings, including litigation arising out of the Company’s efforts to collect outstanding loans. It is not uncommon for collection efforts to lead to so-called “lender liability” suits in which borrowers may assert various claims against the Company. From time to time, the Company is party to other legal matters arising in the normal course of business. While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at very early stages of the legal process. The Company records a loss accrual for all legal matters for which it deems a loss is probable and can be reasonably estimated. Management, after consultation with legal counsel, believes the ultimate resolution of these existing proceedings is not reasonably likely to have a material adverse effect on the business, financial condition or results of operations of the Company and/or its subsidiaries and the range of possible additional loss in excess of amounts accrued is not material.

The Company and First Bank have entered into agreements with the FRB and MDOF, as further described in Note 11 to the consolidated financial statements.

XML

SUBORDINATED DEBENTURES (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013 installment trust	Jun. 30, 2012	Jun. 30, 2013 installment trust	Jun. 30, 2012	Aug. 10, 2009	Jun. 30, 2013 Regularly Scheduled Deferred Interest Payments Accrued [Member]	Dec. 31, 2012 Regularly Scheduled Deferred Interest Payments Accrued [Member]	Jun. 30, 2013 Additional Deferred Interest Payments Accrued [Member]	Dec. 31, 2012 Additional Deferred Interest Payments Accrued [Member]
Debt Instrument [Line Items]
Number Of Trusts Created For Issuing Trust Preferred Securities	13		13
Percent of Principal Amount Callable at Call Date			100.00%
Distributions Accrued On Junior Subordinated Debentures	$ 3.7	$ 3.7	$ 7.4	$ 7.3
Trust Preferred Securities Value					345.0
Number Of Quarterly Periods For Deferral Of Cash Interest Payments On Junior Subordinated Debt	16		16
Interest Payable						$ 49.9	$ 43.8	$ 5.2	$ 3.9

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 9) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Allowance for loan losses:
Beginning balance	$ 88,170	$ 130,348	$ 91,602	$ 137,710
Charge-offs	(6,871)	(17,947)	(13,754)	(34,400)
Recoveries	4,334	7,826	7,785	14,917
Provision (benefit) for loan losses	0	0	0	2,000
Balance, end of period	85,633	120,227	85,633	120,227
Commercial, financial and agricultural [Member]
Allowance for loan losses:
Beginning balance	14,168	24,782	13,572	27,243
Charge-offs	(1,010)	(5,152)	(1,686)	(10,233)
Recoveries	1,023	2,686	2,090	5,744
Provision (benefit) for loan losses	(215)	(301)	(10)	(739)
Balance, end of period	13,966	22,015	13,966	22,015
Real estate construction and development [Member]
Allowance for loan losses:
Beginning balance	13,003	24,518	14,434	24,868
Charge-offs	(166)	(3,339)	(448)	(6,423)
Recoveries	1,321	2,986	1,716	3,719
Provision (benefit) for loan losses	(2,746)	(2,336)	(4,290)	(335)
Balance, end of period	11,412	21,829	11,412	21,829
One-to-four-family residential [Member]
Allowance for loan losses:
Beginning balance	36,660	46,670	38,897	50,864
Charge-offs	(4,338)	(4,988)	(8,727)	(8,916)
Recoveries	1,288	1,223	2,519	2,475
Provision (benefit) for loan losses	1,656	797	2,577	(721)
Balance, end of period	35,266	43,702	35,266	43,702
Multi-family residential [Member]
Allowance for loan losses:
Beginning balance	4,202	4,679	4,252	4,851
Charge-offs	(159)	(237)	(162)	(1,169)
Recoveries	141	32	141	43
Provision (benefit) for loan losses	(62)	342	(109)	1,091
Balance, end of period	4,122	4,816	4,122	4,816
Commercial real estate [Member]
Allowance for loan losses:
Beginning balance	19,720	29,273	20,048	29,448
Charge-offs	(1,156)	(4,037)	(2,633)	(7,390)
Recoveries	522	858	1,240	2,846
Provision (benefit) for loan losses	1,487	1,377	1,918	2,567
Balance, end of period	20,573	27,471	20,573	27,471
Consumer and Installment [Member]
Allowance for loan losses:
Beginning balance	417	426	399	436
Charge-offs	(42)	(194)	(98)	(269)
Recoveries	39	41	79	90
Provision (benefit) for loan losses	(120)	121	(86)	137
Balance, end of period	$ 294	$ 394	$ 294	$ 394

XML

REGULATORY CAPITAL AND OTHER REGULATORY MATTERS

6 Months Ended

Jun. 30, 2013

Banking and Thrift [Abstract]

REGULATORY CAPITAL AND OTHER REGULATORY MATTERS

REGULATORYCAPITAL AND OTHER REGULATORY MATTERS

Regulatory Capital. The Company 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 the operations and financial condition of the Company and First Bank. Under these capital requirements, the Company 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 the Company and First Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of Tier 1 capital to average assets.

The Company did not meet the minimum regulatory capital standards established for bank holding companies by the Federal Reserve at June 30, 2013 and December 31, 2012. The Company must maintain minimum total regulatory, Tier 1 regulatory and Tier 1 leverage ratios as set forth in the table below in order to meet the minimum capital adequacy standards.

First Bank was categorized as well capitalized at June 30, 2013 and December 31, 2012 under the prompt corrective action provisions of the regulatory capital standards. First Bank must maintain minimum total regulatory, Tier 1 regulatory and Tier 1 leverage ratios as set forth in the table below in order to be categorized as well capitalized. In addition, First Bank is currently required to maintain its Tier 1 capital to total assets ratio at no less than 7.00% in accordance with the provisions of its informal agreement entered into with the State of Missouri Division of Finance (MDOF), as further described below. First Bank’s Tier 1 capital to total assets ratio of 9.98% and 9.20% at June 30, 2013 and December 31, 2012, respectively, exceeded the 7.00% minimum level required under the terms of the informal agreement with the MDOF.

At June 30, 2013 and December 31, 2012, the Company and First Bank’s required and actual capital ratios were as follows:

											To be Well Capitalized Under Prompt Corrective Action Provisions
	Actual								For Capital Adequacy Purposes
	June 30, 2013				December 31, 2012
	Amount		Ratio		Amount		Ratio
	(dollars expressed in thousands)
Total capital (to risk-weighted assets):
First Banks, Inc.	$	112,256	3.10	%	$	93,542	2.57	%	8.0	%	N/A
First Bank	650,322		17.95		626,177		17.18		8.0		10.0	%
Tier 1 capital (to risk-weighted assets):
First Banks, Inc.	56,128		1.55		46,771		1.28		4.0		N/A
First Bank	604,509		16.69		580,026		15.92		4.0		6.0
Tier 1 capital (to average assets):
First Banks, Inc.	56,128		0.92		46,771		0.73		4.0		N/A
First Bank	604,509		9.92		580,026		9.13		4.0		5.0

As noted above, the Company’s capital ratios are below the minimum regulatory capital standards established for bank holding companies, and therefore, the Company could be subject to additional actions by regulators that could have a direct material effect on the operations and financial condition of the Company and First Bank.

Regulatory Agreements. On March 24, 2010, the Company, SFC and First Bank entered into a Written Agreement (Agreement) with the FRB requiring the Company and First Bank to take certain steps intended to improve their overall financial condition. Pursuant to the Agreement, the Company prepared and filed with the FRB a number of specific plans designed to strengthen and/or address the following matters: (i) board oversight over the management and operations of the Company and First Bank; (ii) credit risk management practices; (iii) lending and credit administration policies and procedures; (iv) asset improvement; (v) capital; (vi) earnings and overall financial condition; and (vii) liquidity and funds management.

The Agreement requires, among other things, that the Company and First Bank obtain prior approval from the FRB in order to pay dividends. In addition, the Company must obtain prior approval from the FRB to: (i) take any other form of payment from First Bank representing a reduction in capital of First Bank; (ii) make any distributions of interest, principal or other sums on junior subordinated debentures or trust preferred securities; (iii) incur, increase or guarantee any debt; or (iv) purchase or redeem any shares of the Company’s stock. Pursuant to the terms of the Agreement, the Company and First Bank submitted a written plan to the FRB to maintain sufficient capital at the Company, on a consolidated basis, and at First Bank, on a standalone basis. In addition, the Agreement also provides that the Company and First Bank must notify the FRB if the regulatory capital ratios of either entity fall below those set forth in the capital plans that were accepted by the FRB, and specifically if First Bank falls below the criteria for being well capitalized under the regulatory framework for prompt corrective action. The Company must also notify the FRB before appointing any new directors or senior executive officers or changing the responsibilities of any senior executive officer position. The Agreement also requires the Company and First Bank to comply with certain restrictions regarding indemnification and severance payments. The Agreement is specifically enforceable by the FRB in court.

Prior to entering into the Agreement on March 24, 2010, the Company and First Bank had entered into a memorandum of understanding and an informal agreement, respectively, with the FRB and the MDOF. Each of the agreements were characterized by regulatory authorities as informal actions that were neither published nor made publicly available by the agencies and are used when circumstances warrant a milder form of action than a formal supervisory action, such as a written agreement or cease and desist order. The informal agreement with the MDOF is still in place and there have not been any modifications thereto since its inception in September 2008.

Under the terms of the prior memorandum of understanding with the FRB, the Company agreed, among other things, to provide certain information to the FRB including, but not limited to, financial performance updates, notice of plans to materially change its fundamental business and notice to issue trust preferred securities or raise additional equity capital. In addition, the Company agreed not to pay any dividends on its common or preferred stock or make any distributions of interest or other sums on its trust preferred securities without the prior approval of the FRB.

First Bank, under its informal agreement with the MDOF and the FRB, agreed to, among other things, prepare and submit plans and reports to the agencies regarding certain matters including, but not limited to, the performance of First Bank’s loan portfolio. In addition, First Bank agreed not to declare or pay any dividends or make certain other payments without the prior consent of the MDOF and the FRB and to maintain a Tier 1 capital to total assets ratio of no less than 7.00%.

While the Company and First Bank intend to take such actions as may be necessary to comply with the requirements of the Agreement with the FRB and informal agreement with the MDOF, there can be no assurance that the Company and First Bank will be able to comply fully with the requirements of the Agreement or that First Bank will be able to comply fully with the provisions of the informal agreement, that compliance with the Agreement and the informal agreement will not be more time consuming or more expensive than anticipated, that compliance with the Agreement and the informal agreement will enable the Company and First Bank to maintain profitable operations, or that efforts to comply with the Agreement and the informal agreement will not have adverse effects on the operations and financial condition of the Company or First Bank. If the Company or First Bank is unable to comply with the terms of the Agreement or the informal agreement, respectively, the Company and First Bank could become subject to various requirements limiting the ability to develop new business lines, mandating additional capital, and/or requiring the sale of certain assets and liabilities. Failure of the Company and First Bank to meet these conditions could lead to further enforcement action by the regulatory agencies. The terms of any such additional regulatory actions, orders or agreements could have a materially adverse effect on the Company’s business, financial condition or results of operations.

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	$ 12,644	$ 12,142
60-89 Days	6,832	8,404
Recorded Investment > 90 Days Accruing	886	1,090
Nonaccrual	88,958	109,872
Total Past Due	109,320	131,508
Current	2,711,629	2,799,239
Total loans	2,820,949	2,930,747
Commercial, financial and agricultural [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	1,253	1,180
60-89 Days	1,320	322
Recorded Investment > 90 Days Accruing	0	0
Nonaccrual	14,881	19,050
Total Past Due	17,454	20,552
Current	575,949	589,749
Total loans	593,403	610,301
Real estate construction and development [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	120	93
60-89 Days	75	0
Recorded Investment > 90 Days Accruing	0	0
Nonaccrual	28,305	32,152
Total Past Due	28,500	32,245
Current	138,769	142,734
Total loans	167,269	174,979
Bank Portfolio [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	1,438	1,871
60-89 Days	491	1,121
Recorded Investment > 90 Days Accruing	0	874
Nonaccrual	6,051	6,910
Total Past Due	7,980	10,776
Current	93,100	111,562
Total loans	101,080	122,338
Mortgage Division Portfolio [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	4,977	6,264
60-89 Days	2,940	4,375
Recorded Investment > 90 Days Accruing	0	0
Nonaccrual	19,377	19,780
Total Past Due	27,294	30,419
Current	460,510	479,552
Total loans	487,804	509,971
Home Equity [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	1,849	2,494
60-89 Days	951	1,221
Recorded Investment > 90 Days Accruing	350	216
Nonaccrual	5,905	8,671
Total Past Due	9,055	12,602
Current	334,047	341,856
Total loans	343,102	354,458
Multi-family residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	366	0
60-89 Days	0	629
Recorded Investment > 90 Days Accruing	0	0
Nonaccrual	1,393	6,761
Total Past Due	1,759	7,390
Current	99,592	96,294
Total loans	101,351	103,684
Commercial real estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	2,548	66
60-89 Days	1,028	693
Recorded Investment > 90 Days Accruing	536	0
Nonaccrual	13,011	16,520
Total Past Due	17,123	17,279
Current	946,357	952,401
Total loans	963,480	969,680
Consumer and Installment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	93	174
60-89 Days	27	43
Recorded Investment > 90 Days Accruing	0	0
Nonaccrual	35	28
Total Past Due	155	245
Current	18,066	18,958
Total loans	18,221	19,203
Loans Held For Sale [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-59 Days	0	0
60-89 Days	0	0
Recorded Investment > 90 Days Accruing	0	0
Nonaccrual	0	0
Total Past Due	0	0
Current	45,239	66,133
Total loans	$ 45,239	$ 66,133

XML

BUSINESS SEGMENT RESULTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Investment securities	$ 2,504,715		$ 2,504,715		$ 2,675,280
Total loans	2,820,949		2,820,949		2,930,747
FRB and FHLB stock	27,674		27,674		27,329
Goodwill	107,267		107,267		125,267
Assets of discontinued operations	39,006		39,006		6,706
Total assets	6,216,918		6,216,918		6,509,126
Deposits	4,822,286		4,822,286		5,492,847
Other borrowings	35,228		35,228		26,025
Subordinated debentures	354,172		354,172		354,133
Liabilities of discontinued operations	550,683		550,683		155,711
Stockholders' equity	270,799		270,799		299,959	263,671
Interest income	43,732	51,142	87,718	103,007
Interest expense	5,975	7,615	12,124	15,769
Net interest income (loss)	37,757	43,527	75,594	87,238
Provision for loan losses	0	0	0	2,000
Net interest income (loss) after provision for loan losses	37,757	43,527	75,594	85,238
Noninterest income	18,943	15,855	34,338	32,879
Noninterest expense	44,143	49,865	88,190	99,359
Income (loss) from continuing operations before (benefit) provision for income taxes	12,557	9,517	21,742	18,758
(Benefit) provision for income taxes	(345)	121	20	216
Net income from continuing operations	12,902	9,396	21,722	18,542
Loss from discontinued operations, net of tax	(3,334)	(2,273)	(5,398)	(4,581)
Net income (loss)	9,568	7,123	16,324	13,961	25,981
Net income (loss) attributable to noncontrolling interest in subsidiary	105	(385)	151	(445)
Net income (loss) attributable to First Banks, Inc.	9,463	7,508	16,173	14,406
Corporate Other and Intercompany Reclassifications [Member]
Segment Reporting Information [Line Items]
Investment securities	0		0		0
Total loans	0		0		0
FRB and FHLB stock	0		0		0
Goodwill	0		0		0
Assets of discontinued operations	0		0		0
Total assets	14,668		14,668		13,900
Deposits	(2,511)		(2,511)		(2,777)
Other borrowings	0		0		0
Subordinated debentures	354,172		354,172		354,133
Liabilities of discontinued operations	0		0		0
Stockholders' equity	(468,607)		(468,607)		(451,293)
Interest income	0	0	0	21
Interest expense	3,731	3,681	7,407	7,364
Net interest income (loss)	(3,731)	(3,681)	(7,407)	(7,343)
Provision for loan losses	0	0	0	0
Net interest income (loss) after provision for loan losses	(3,731)	(3,681)	(7,407)	(7,343)
Noninterest income	112	109	223	181
Noninterest expense	118	368	302	709
Income (loss) from continuing operations before (benefit) provision for income taxes	(3,737)	(3,940)	(7,486)	(7,871)
(Benefit) provision for income taxes	(217)	472	0	435
Net income from continuing operations	(3,520)	(4,412)	(7,486)	(8,306)
Loss from discontinued operations, net of tax	0	0	0	0
Net income (loss)	(3,520)	(4,412)	(7,486)	(8,306)
Net income (loss) attributable to noncontrolling interest in subsidiary	0	0	0	0
Net income (loss) attributable to First Banks, Inc.	(3,520)	(4,412)	(7,486)	(8,306)
First Bank [Member]
Segment Reporting Information [Line Items]
Investment securities	2,504,715		2,504,715		2,675,280
Total loans	2,820,949		2,820,949		2,930,747
FRB and FHLB stock	27,674		27,674		27,329
Goodwill	107,267		107,267		125,267
Assets of discontinued operations	39,006		39,006		6,706
Total assets	6,202,250		6,202,250		6,495,226
Deposits	4,824,797		4,824,797		5,495,624
Other borrowings	35,228		35,228		26,025
Subordinated debentures	0		0		0
Liabilities of discontinued operations	550,683		550,683		155,711
Stockholders' equity	739,406		739,406		751,252
Interest income	43,732	51,142	87,718	102,986
Interest expense	2,244	3,934	4,717	8,405
Net interest income (loss)	41,488	47,208	83,001	94,581
Provision for loan losses	0	0	0	2,000
Net interest income (loss) after provision for loan losses	41,488	47,208	83,001	92,581
Noninterest income	18,831	15,746	34,115	32,698
Noninterest expense	44,025	49,497	87,888	98,650
Income (loss) from continuing operations before (benefit) provision for income taxes	16,294	13,457	29,228	26,629
(Benefit) provision for income taxes	(128)	(351)	20	(219)
Net income from continuing operations	16,422	13,808	29,208	26,848
Loss from discontinued operations, net of tax	(3,334)	(2,273)	(5,398)	(4,581)
Net income (loss)	13,088	11,535	23,810	22,267
Net income (loss) attributable to noncontrolling interest in subsidiary	105	(385)	151	(445)
Net income (loss) attributable to First Banks, Inc.	$ 12,983	$ 11,920	$ 23,659	$ 22,712

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 10) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011
Allowance for loan losses:
Ending balance: impaired loans individually evaluated for impairment	$ 4,035		$ 3,598
Ending balance: impaired loans collectively evaluated for impairment	12,373		14,354
Ending balance: all other loans collectively evaluated for impairment	69,225		73,650
Financing Receivable, Allowance for Credit Losses	85,633	88,170	91,602	120,227	130,348	137,710
Financing receivables:
Ending balance: impaired loans individually evaluated for impairment	97,337		119,483
Ending balance: impaired loans collectively evaluated for impairment	111,272		119,306
Ending balance: all other loans collectively evaluated for impairment	2,567,101		2,625,825
Ending balance	2,775,710		2,864,614
Commercial, financial and agricultural [Member]
Allowance for loan losses:
Ending balance: impaired loans individually evaluated for impairment	0		75
Ending balance: impaired loans collectively evaluated for impairment	383		601
Ending balance: all other loans collectively evaluated for impairment	13,583		12,896
Financing Receivable, Allowance for Credit Losses	13,966	14,168	13,572	22,015	24,782	27,243
Financing receivables:
Ending balance: impaired loans individually evaluated for impairment	5,479		7,884
Ending balance: impaired loans collectively evaluated for impairment	9,558		11,166
Ending balance: all other loans collectively evaluated for impairment	578,366		591,251
Ending balance	593,403		610,301
Real estate construction and development [Member]
Allowance for loan losses:
Ending balance: impaired loans individually evaluated for impairment	87		121
Ending balance: impaired loans collectively evaluated for impairment	977		1,331
Ending balance: all other loans collectively evaluated for impairment	10,348		12,982
Financing Receivable, Allowance for Credit Losses	11,412	13,003	14,434	21,829	24,518	24,868
Financing receivables:
Ending balance: impaired loans individually evaluated for impairment	36,828		39,155
Ending balance: impaired loans collectively evaluated for impairment	1,508		3,028
Ending balance: all other loans collectively evaluated for impairment	128,933		132,796
Ending balance	167,269		174,979
One-to-four-family residential [Member]
Allowance for loan losses:
Ending balance: impaired loans individually evaluated for impairment	3,666		3,187
Ending balance: impaired loans collectively evaluated for impairment	9,810		10,455
Ending balance: all other loans collectively evaluated for impairment	21,790		25,255
Financing Receivable, Allowance for Credit Losses	35,266	36,660	38,897	43,702	46,670	50,864
Financing receivables:
Ending balance: impaired loans individually evaluated for impairment	13,839		16,843
Ending balance: impaired loans collectively evaluated for impairment	94,224		98,423
Ending balance: all other loans collectively evaluated for impairment	823,923		871,501
Ending balance	931,986		986,767
Multi-family residential [Member]
Allowance for loan losses:
Ending balance: impaired loans individually evaluated for impairment	0		33
Ending balance: impaired loans collectively evaluated for impairment	753		1,105
Ending balance: all other loans collectively evaluated for impairment	3,369		3,114
Financing Receivable, Allowance for Credit Losses	4,122	4,202	4,252	4,816	4,679	4,851
Financing receivables:
Ending balance: impaired loans individually evaluated for impairment	28,840		34,636
Ending balance: impaired loans collectively evaluated for impairment	707		365
Ending balance: all other loans collectively evaluated for impairment	71,804		68,683
Ending balance	101,351		103,684
Commercial real estate [Member]
Allowance for loan losses:
Ending balance: impaired loans individually evaluated for impairment	282		182
Ending balance: impaired loans collectively evaluated for impairment	448		861
Ending balance: all other loans collectively evaluated for impairment	19,843		19,005
Financing Receivable, Allowance for Credit Losses	20,573	19,720	20,048	27,471	29,273	29,448
Financing receivables:
Ending balance: impaired loans individually evaluated for impairment	12,351		20,965
Ending balance: impaired loans collectively evaluated for impairment	5,240		6,296
Ending balance: all other loans collectively evaluated for impairment	945,889		942,419
Ending balance	963,480		969,680
Consumer and Installment [Member]
Allowance for loan losses:
Ending balance: impaired loans individually evaluated for impairment	0		0
Ending balance: impaired loans collectively evaluated for impairment	2		1
Ending balance: all other loans collectively evaluated for impairment	292		398
Financing Receivable, Allowance for Credit Losses	294	417	399	394	426	436
Financing receivables:
Ending balance: impaired loans individually evaluated for impairment	0		0
Ending balance: impaired loans collectively evaluated for impairment	35		28
Ending balance: all other loans collectively evaluated for impairment	18,186		19,175
Ending balance	$ 18,221		$ 19,203

XML

BASIS OF PRESENTATION (Details Textual)	Jun. 30, 2013
First Bank [Member]
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	53.23%
First Capital America Inc [Member]
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	46.77%

XML

INVESTMENTS IN DEBT AND EQUITY SECURITIES (Tables)

6 Months Ended

Jun. 30, 2013

Investments, Debt and Equity Securities [Abstract]

Available-for-sale Securities [Table Text Block]

The amortized cost, contractual maturity, gross unrealized gains and losses and fair value of investment securities available for sale at June 30, 2013 and December 31, 2012 were as follows:

	Maturity									Total Amortized Cost	Gross				Weighted Average Yield
	1 Year			1-5		5-10		After			Unrealized			Fair
	or Less			Years		Years		10 Years			Gains	Losses		Value
	(dollars expressed in thousands)
June 30, 2013:
Carrying value:
U.S. Government sponsored agencies	$	—		48,874		17,036		209,330		275,240	2,174	(3,172	)	274,242	1.37	%
Residential mortgage-backed	50			23,841		141,120		1,027,212		1,192,223	17,652	(9,729	)	1,200,146	2.33
Commercial mortgage-backed	—			—		799		—		799	73	—		872	5.03
State and political subdivisions	1,323			3,067		201		28,463		33,054	113	(524	)	32,643	1.37
Corporate notes	4,941			135,506		49,737		—		190,184	5,507	(805	)	194,886	2.89
Equity investments	—			—		—		1,500		1,500	—	(27	)	1,473	2.25
Total	$	6,314		211,288		208,893		1,266,505		1,693,000	25,519	(14,257	)	1,704,262	2.22
Fair value:
Debt securities	$	6,409		217,042		208,677		1,270,661
Equity securities	—			—		—		1,473
Total	$	6,409		217,042		208,677		1,272,134
Weighted average yield	3.09		%	2.26	%	2.24	%	2.21	%
December 31, 2012:
Carrying value:
U.S. Government sponsored agencies	$	10,051		80,328		—		213,892		304,271	6,304	(146	)	310,429	1.42	%
Residential mortgage-backed	364			24,014		219,286		1,251,917		1,495,581	38,983	(497	)	1,534,067	2.32
Commercial mortgage-backed	—			—		806		—		806	109	—		915	4.86
State and political subdivisions	985			3,579		201		—		4,765	164	—		4,929	4.05
Corporate notes	—			137,090		49,704		—		186,794	6,192	(621	)	192,365	3.13
Equity investments	—			—		—		1,000		1,000	22	—		1,022	2.54
Total	$	11,400		245,011		269,997		1,466,809		1,993,217	51,774	(1,264	)	2,043,727	2.26
Fair value:
Debt securities	$	11,476		251,558		275,251		1,504,420
Equity securities	—			—		—		1,022
Total	$	11,476		251,558		275,251		1,505,442
Weighted average yield	2.01		%	2.17	%	2.65	%	2.21	%

Held-to-maturity Securities [Table Text Block]

The amortized cost, contractual maturity, gross unrealized gains and losses and fair value of investment securities held to maturity at June 30, 2013 and December 31, 2012 were as follows:

	Maturity									Total Amortized Cost	Gross				Weighted Average Yield
	1 Year			1-5		5-10		After			Unrealized			Fair
	or Less			Years		Years		10 Years			Gains	Losses		Value
	(dollars expressed in thousands)
June 30, 2013:
Carrying value:
U.S. Government sponsored agencies	$	—		—		22,717		—		22,717	—	(59	)	22,658	1.41	%
Residential mortgage-backed	—			—		207,883		566,691		774,574	554	(13,147	)	761,981	1.81
State and political subdivisions	1,022			1,019		55		1,066		3,162	16	(26	)	3,152	2.08
Total	$	1,022		1,019		230,655		567,757		800,453	570	(13,232	)	787,791	1.80
Fair value:
Debt securities	$	1,032		1,024		227,321		558,414
Weighted average yield	2.91		%	3.28	%	1.60	%	1.87	%
December 31, 2012:
Carrying value:
U.S. Government sponsored agencies	$	—		—		52,582		—		52,582	269	—		52,851	1.63	%
Residential mortgage-backed	—			—		108,420		466,863		575,283	6,142	(614	)	580,811	1.82
State and political subdivisions	826			1,099		252		1,511		3,688	51	(377	)	3,362	1.89
Total	$	826		1,099		161,254		468,374		631,553	6,462	(991	)	637,024	1.80
Fair value:
Debt securities	$	836		1,129		164,433		470,626
Weighted average yield	2.56		%	3.40	%	1.77	%	1.81	%

Schedule of Realized Gain (Loss) [Table Text Block]

Gross realized gains and gross realized losses on investment securities for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Gross realized gains on sales of available-for-sale securities	$	346		370		692		892
Gross realized losses on sales of available-for-sale securities	—			(374	)	(354	)	(374	)
Other-than-temporary impairment	(1		)	(1	)	(409	)	(1	)
Net realized gain (loss) on investment securities	$	345		(5	)	(71	)	517

Schedule of Unrealized Loss on Investments [Table Text Block]

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2013 and December 31, 2012, were as follows:

	Less Than 12 Months				12 Months or More			Total
	Fair Value		Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
	(dollars expressed in thousands)
June 30, 2013:
Available for sale:
U.S. Government sponsored agencies	$	122,969	(2,643	)	19,624	(529	)	142,593	(3,172	)
Residential mortgage-backed	419,287		(9,660	)	3,144	(69	)	422,431	(9,729	)
State and political subdivisions	27,939		(524	)	—	—		27,939	(524	)
Corporate notes	26,509		(798	)	4,993	(7	)	31,502	(805	)
Equity investments	1,473		(27	)	—	—		1,473	(27	)
Total	$	598,177	(13,652	)	27,761	(605	)	625,938	(14,257	)
Held to maturity:
U.S. Government sponsored agencies	$	22,658	(59	)	—	—		22,658	(59	)
Residential mortgage-backed	706,199		(13,147	)	—	—		706,199	(13,147	)
State and political subdivisions	1,040		(26	)	—	—		1,040	(26	)
Total	$	729,897	(13,232	)	—	—		729,897	(13,232	)
December 31, 2012:
Available for sale:
U.S. Government sponsored agencies	$	20,018	(146	)	—	—		20,018	(146	)
Residential mortgage-backed	125,449		(441	)	270	(56	)	125,719	(497	)
Corporate notes	—		—		17,675	(621	)	17,675	(621	)
Total	$	145,467	(587	)	17,945	(677	)	163,412	(1,264	)
Held to maturity:
Residential mortgage-backed	$	66,011	(614	)	—	—		66,011	(614	)
State and political subdivisions	1,133		(377	)	—	—		1,133	(377	)
Total	$	67,144	(991	)	—	—		67,144	(991	)

XML

DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Schedule Of Disposal Groups Including Discontinued Operations Balance Sheet [Table Text Block]

Assets and liabilities of discontinued operations at June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013			December 31, 2012
	Association Bank Services			Northern Florida
	(dollars expressed in thousands)
Cash and due from banks	$	—		1,139
Loans:
Commercial, financial and agricultural	20,741			—
Consumer and installment	326			—
Net deferred loan fees	(221		)	—
Total loans	20,846			—
Bank premises and equipment, net	92			4,837
Goodwill	18,000			700
Other assets	68			30
Assets of discontinued operations	$	39,006		6,706
Deposits:
Noninterest-bearing demand	$	132,689		12,488
Interest-bearing demand	336,416			10,480
Savings and money market	17,342			67,686
Time deposits of $100 or more	25,626			27,034
Other time deposits	38,554			37,964
Total deposits	550,627			155,652
Accrued expenses and other liabilities	56			59
Liabilities of discontinued operations	$	550,683		155,711

Schedule Of Disposal Groups Including Discontinued Operations Income Statement [Table Text Block]

Loss from discontinued operations, net of tax, for the three months ended June 30, 2013 and 2012 was as follows:

	Three Months Ended							Three Months Ended
	June 30, 2013							June 30, 2012
	Association Bank Services			Northern Florida		Total		Association Bank Services			Northern Florida		Total
				(dollars expressed in thousands)
Interest income:
Interest and fees on loans	$	339		—		339		466			—		466
Interest expense:
Interest on deposits	82			41		123		123			263		386
Net interest income (loss)	257			(41	)	216		343			(263	)	80
Provision for loan losses	—			—		—		—			—		—
Net interest income (loss) after provision for loan losses	257			(41	)	216		343			(263	)	80
Noninterest income:
Service charges and customer service fees	16			30		46		24			118		142
Other	27			1		28		35			4		39
Total noninterest income	43			31		74		59			122		181
Noninterest expense:
Salaries and employee benefits	813			306		1,119		674			573		1,247
Occupancy, net of rental income	2			124		126		4			442		446
Furniture and equipment	9			1		10		21			75		96
FDIC insurance	205			—		205		306			99		405
Other	218			2,340		2,558		230			110		340
Total noninterest expense	1,247			2,771		4,018		1,235			1,299		2,534
Loss from operations of discontinued operations	(947		)	(2,781	)	(3,728	)	(833		)	(1,440	)	(2,273	)
Net gain on sale of discontinued operations	—			394		394		—			—		—
Benefit for income taxes	—			—		—		—			—		—
Net loss from discontinued operations, net of tax	$	(947	)	(2,387	)	(3,334	)	$	(833	)	(1,440	)	(2,273	)

Loss from discontinued operations, net of tax, for the six months ended June 30, 2013 and 2012 was as follows:

	Six Months Ended							Six Months Ended
	June 30, 2013							June 30, 2012
	Association Bank Services			Northern Florida		Total		Association Bank Services		Northern Florida		Total
	(dollars expressed in thousands)
Interest income:
Interest and fees on loans	$	704		—		704		942		—		942
Interest expense:
Interest on deposits	170			233		403		254		547		801
Net interest income (loss)	534			(233	)	301		688		(547	)	141
Provision for loan losses	—			—		—		—		—		—
Net interest income (loss) after provision for loan losses	534			(233	)	301		688		(547	)	141
Noninterest income:
Service charges and customer service fees	57			134		191		84		231		315
Other	53			4		57		55		6		61
Total noninterest income	110			138		248		139		237		376
Noninterest expense:
Salaries and employee benefits	1,456			885		2,341		1,339		1,163		2,502
Occupancy, net of rental income	4			579		583		6		884		890
Furniture and equipment	21			40		61		45		161		206
FDIC insurance	409			53		462		611		203		814
Other	442			2,452		2,894		486		200		686
Total noninterest expense	2,332			4,009		6,341		2,487		2,611		5,098
Loss from operations of discontinued operations	(1,688		)	(4,104	)	(5,792	)	(1,660	)	(2,921	)	(4,581	)
Net gain on sale of discontinued operations	—			394		394		—		—		—
Benefit for income taxes	—			—		—		—		—		—
Net loss from discontinued operations, net of tax	$	(1,688	)	(3,710	)	(5,398	)	(1,660	)	(2,921	)	(4,581	)

XML

INVESTMENTS IN DEBT AND EQUITY SECURITIES (Details Textual) (USD $)	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Proceeds from sales of investment securities available for sale	$ 52,076,000		$ 153,209,000	$ 118,583,000	$ 207,619,000
Securities pledged as collateral	201,600,000			201,600,000		257,600,000
Reclassification of investment securities from available for sale to held to maturity		242,540,000		242,540,000	729,142,000
Gross unrealized gain on reclassification of available-for-sale securities to held-to-maturity securities		5,000,000
U.S. Government sponsored agencies [Member]
Number of available-for-sale securities in unrealized loss positions for twelve months or more	1			1		0
States and political subdivisions [Member]
Other-than--temporary impairment losses, held-to-maturity securities		$ 407,000
Residential mortgage-backed [Member]
Number of available-for-sale securities in unrealized loss positions for twelve months or more	9			9		9
Corporate notes [Member]
Number of available-for-sale securities in unrealized loss positions for twelve months or more	1			1		6

XML

FAIR VALUE DISCLOSURES (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012 are reflected in the following table:

	Fair Value Measurements
	Level 1		Level 2		Level 3	Fair Value
	(dollars expressed in thousands)
June 30, 2013:
Assets:
Available-for-sale investment securities:
U.S. Government sponsored agencies	$	—	274,242		—	274,242
Residential mortgage-backed	—		1,200,146		—	1,200,146
Commercial mortgage-backed	—		872		—	872
State and political subdivisions	—		32,643		—	32,643
Corporate notes	—		194,886		—	194,886
Equity investments	1,473		—		—	1,473
Mortgage loans held for sale	—		45,239		—	45,239
Derivative instruments:
Customer interest rate swap agreements	—		31		—	31
Interest rate lock commitments	—		68		—	68
Forward commitments to sell mortgage-backed securities	—		2,478		—	2,478
Servicing rights	—		—		17,533	17,533
Total	$	1,473	1,750,605		17,533	1,769,611
Liabilities:
Derivative instruments:
Customer interest rate swap agreements	$	—	31		—	31
Nonqualified deferred compensation plan	6,159		—		—	6,159
Total	$	6,159	31		—	6,190
December 31, 2012:
Assets:
Available-for-sale investment securities:
U.S. Government sponsored agencies	$	—	310,429		—	310,429
Residential mortgage-backed	—		1,534,067		—	1,534,067
Commercial mortgage-backed	—		915		—	915
State and political subdivisions	—		4,929		—	4,929
Corporate notes	—		192,365		—	192,365
Equity investments	1,022		—		—	1,022
Mortgage loans held for sale	—		66,133		—	66,133
Derivative instruments:
Customer interest rate swap agreements	—		87		—	87
Interest rate lock commitments	—		1,837		—	1,837
Forward commitments to sell mortgage-backed securities	—		(305	)	—	(305	)
Servicing rights	—		—		14,792	14,792
Total	$	1,022	2,110,457		14,792	2,126,271
Liabilities:
Derivative instruments:
Customer interest rate swap agreements	$	—	87		—	87
Nonqualified deferred compensation plan	6,443		—		—	6,443
Total	$	6,443	87		—	6,530

Schedule Of Servicing Assets At Fair Value Measured At Level 3 On Recurring Basis [Table Text Block]

The following table presents the changes in Level 3 assets measured on a recurring basis for the three and six months ended June 30, 2013 and 2012:

	Servicing Rights
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013	2012
	(dollars expressed in thousands)
Balance, beginning of period	$	16,175	15,969		14,792	15,380
Total gains or losses (realized/unrealized):
Included in earnings (1)	470		(1,981	)	624	(2,191	)
Included in other comprehensive income	—		—		—	—
Issuances	888		1,194		2,117	1,993
Transfers in and/or out of level 3	—		—		—	—
Balance, end of period	$	17,533	15,182		17,533	15,182

____________________

(1) Gains or losses (realized/unrealized) are included in noninterest income in the consolidated statements of operations.

Fair Value Measurements, Nonrecurring [Table Text Block]

Assets measured at fair value on a nonrecurring basis as of June 30, 2013 and December 31, 2012 are reflected in the following table:

	Fair Value Measurements
	Level 1		Level 2	Level 3	Fair Value
	(dollars expressed in thousands)
June 30, 2013:
Assets:
Impaired loans:
Commercial, financial and agricultural	$	—	—	14,654	14,654
Real estate construction and development	—		—	37,272	37,272
Real estate mortgage:
Bank portfolio	—		—	6,549	6,549
Mortgage Division portfolio	—		—	83,314	83,314
Home equity	—		—	4,724	4,724
Multi-family residential	—		—	28,794	28,794
Commercial real estate	—		—	16,861	16,861
Consumer and installment	—		—	33	33
Other real estate and repossessed assets	—		—	78,152	78,152
Total	$	—	—	270,353	270,353
December 31, 2012:
Assets:
Impaired loans:
Commercial, financial and agricultural	$	—	—	18,374	18,374
Real estate construction and development	—		—	40,731	40,731
Real estate mortgage:
Bank portfolio	—		—	8,237	8,237
Mortgage Division portfolio	—		—	86,500	86,500
Home equity	—		—	6,887	6,887
Multi-family residential	—		—	33,863	33,863
Commercial real estate	—		—	26,218	26,218
Consumer and installment	—		—	27	27
Other real estate and repossessed assets	—		—	91,995	91,995
Total	$	—	—	312,832	312,832

Fair Value, by Balance Sheet Grouping [Table Text Block]

The estimated fair value of the Company’s financial instruments at June 30, 2013 were as follows:

	June 30, 2013
				Estimated Fair Value
	Carrying Value			Level 1	Level 2	Level 3		Total
	(dollars expressed in thousands)
Financial Assets:
Cash and cash equivalents	$	515,545		515,545	—	—		515,545
Investment securities:
Available for sale	1,704,262			1,473	1,702,789	—		1,704,262
Held to maturity	800,453			—	787,791	—		787,791
Loans held for portfolio	2,690,077			—	—	2,493,483		2,493,483
Loans held for sale	45,239			—	45,239	—		45,239
FRB and FHLB stock	27,674			27,674	—	—		27,674
Derivative instruments	2,577			—	2,577	—		2,577
Accrued interest receivable	18,373			18,373	—	—		18,373
Assets of discontinued operations	39,006			—	39,006	—		39,006
Financial Liabilities:
Deposits:
Noninterest-bearing demand	$	1,198,846		1,198,846	—	—		1,198,846
Interest-bearing demand	636,582			636,582	—	—		636,582
Savings and money market	1,892,903			1,892,903	—	—		1,892,903
Time deposits	1,093,955			—	—	1,094,326		1,094,326
Other borrowings	35,228			35,228	—	—		35,228
Derivative instruments	31			—	31	—		31
Accrued interest payable	55,755			55,755	—	—		55,755
Subordinated debentures	354,172			—	—	267,253		267,253
Liabilities of discontinued operations	550,683			—	502,038	—		502,038
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees	$	(2,779	)	—	—	(2,779	)	(2,779	)

The estimated fair value of the Company’s financial instruments at December 31, 2012 were as follows:

	December 31, 2012
				Estimated Fair Value
	Carrying Value			Level 1	Level 2	Level 3		Total
	(dollars expressed in thousands)
Financial Assets:
Cash and cash equivalents	$	518,846		518,846	—	—		518,846
Investment securities:
Available for sale	2,043,727			1,022	2,042,705	—		2,043,727
Held to maturity	631,553			—	637,024	—		637,024
Loans held for portfolio	2,773,012			—	—	2,572,256		2,572,256
Loans held for sale	66,133			—	66,133	—		66,133
FRB and FHLB stock	27,329			27,329	—	—		27,329
Derivative instruments	1,619			—	1,619	—		1,619
Accrued interest receivable	18,284			18,284	—	—		18,284
Assets of discontinued operations	6,706			—	6,706	—		6,706
Financial Liabilities:
Deposits:
Noninterest-bearing demand	$	1,327,183		1,327,183	—	—		1,327,183
Interest-bearing demand	1,000,666			1,000,666	—	—		1,000,666
Savings and money market	1,880,271			1,880,271	—	—		1,880,271
Time deposits	1,284,727			—	—	1,286,730		1,286,730
Other borrowings	26,025			26,025	—	—		26,025
Derivative instruments	87			—	87	—		87
Accrued interest payable	48,541			48,541	—	—		48,541
Subordinated debentures	354,133			—	—	254,984		254,984
Liabilities of discontinued operations	155,711			—	155,711	—		155,711
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees	$	(2,779	)	—	—	(2,779	)	(2,779	)

XML

DISCONTINUED OPERATIONS (Discontinued Operations Income Statement) (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Interest income:
Interest and fees on loans	$ 339	$ 466	$ 704	$ 942
Interest expense:
Interest on deposits	123	386	403	801
Net interest income (loss)	216	80	301	141
Provision for loan losses	0	0	0	0
Net interest income (loss) after provision for loan losses	216	80	301	141
Noninterest income:
Service charges and customer service fees	46	142	191	315
Other	28	39	57	61
Total noninterest income	74	181	248	376
Noninterest expense:
Salaries and employee benefits	1,119	1,247	2,341	2,502
Occupancy, net of rental income	126	446	583	890
Furniture and equipment	10	96	61	206
FDIC insurance	205	405	462	814
Other	2,558	340	2,894	686
Total noninterest expense	4,018	2,534	6,341	5,098
Loss from operations of discontinued operations	(3,728)	(2,273)	(5,792)	(4,581)
Net gain on sale of discontinued operations	394	0	394	0
Benefit for income taxes	0	0	0	0
Net loss from discontinued operations, net of tax	(3,334)	(2,273)	(5,398)	(4,581)
Association Bank Services [Member]
Interest income:
Interest and fees on loans	339	466	704	942
Interest expense:
Interest on deposits	82	123	170	254
Net interest income (loss)	257	343	534	688
Provision for loan losses	0	0	0	0
Net interest income (loss) after provision for loan losses	257	343	534	688
Noninterest income:
Service charges and customer service fees	16	24	57	84
Other	27	35	53	55
Total noninterest income	43	59	110	139
Noninterest expense:
Salaries and employee benefits	813	674	1,456	1,339
Occupancy, net of rental income	2	4	4	6
Furniture and equipment	9	21	21	45
FDIC insurance	205	306	409	611
Other	218	230	442	486
Total noninterest expense	1,247	1,235	2,332	2,487
Loss from operations of discontinued operations	(947)	(833)	(1,688)	(1,660)
Net gain on sale of discontinued operations	0	0	0	0
Benefit for income taxes	0	0	0	0
Net loss from discontinued operations, net of tax	(947)	(833)	(1,688)	(1,660)
Northern Florida Region [Member]
Interest income:
Interest and fees on loans	0	0	0	0
Interest expense:
Interest on deposits	41	263	233	547
Net interest income (loss)	(41)	(263)	(233)	(547)
Provision for loan losses	0	0	0	0
Net interest income (loss) after provision for loan losses	(41)	(263)	(233)	(547)
Noninterest income:
Service charges and customer service fees	30	118	134	231
Other	1	4	4	6
Total noninterest income	31	122	138	237
Noninterest expense:
Salaries and employee benefits	306	573	885	1,163
Occupancy, net of rental income	124	442	579	884
Furniture and equipment	1	75	40	161
FDIC insurance	0	99	53	203
Other	2,340	110	2,452	200
Total noninterest expense	2,771	1,299	4,009	2,611
Loss from operations of discontinued operations	(2,781)	(1,440)	(4,104)	(2,921)
Net gain on sale of discontinued operations	394	0	394	0
Benefit for income taxes	0	0	0	0
Net loss from discontinued operations, net of tax	$ (2,387)	$ (1,440)	$ (3,710)	$ (2,921)

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	$ 2,820,949	$ 2,930,747
Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	1,825,503	1,858,644
One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	444,182	476,796
One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	506,025	529,174
Commercial And Industrial [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	593,403	610,301
Real estate construction and development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	167,269	174,979
Real estate construction and development [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	167,269	174,979
Multi-family residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	101,351	103,684
Multi-family residential [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	101,351	103,684
Commercial real estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	963,480	969,680
Commercial real estate [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	963,480	969,680
Bank Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	101,080	122,338
Bank Portfolio [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	101,080	122,338
Home Equity [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	343,102	354,458
Home Equity [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	343,102	354,458
Mortgage Division Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	487,804	509,971
Mortgage Division Portfolio [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	487,804	509,971
Consumer and Installment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	18,221	19,203
Consumer and Installment [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	18,221	19,203
Pass [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	1,565,460	1,543,395
Pass [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	423,119	449,946
Pass [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	406,864	424,445
Pass [Member] | Commercial And Industrial [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	558,894	572,248
Pass [Member] | Real estate construction and development [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	45,989	45,356
Pass [Member] | Multi-family residential [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	70,887	67,690
Pass [Member] | Commercial real estate [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	889,690	858,101
Pass [Member] | Bank Portfolio [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	88,022	107,625
Pass [Member] | Home Equity [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	335,097	342,321
Pass [Member] | Mortgage Division Portfolio [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	388,678	405,270
Pass [Member] | Consumer and Installment [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	18,186	19,175
Special Mention [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	47,290	87,326
Special Mention [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	6,652	4,621
Special Mention [Member] | Commercial And Industrial [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	11,645	10,580
Special Mention [Member] | Real estate construction and development [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	3,769	6,076
Special Mention [Member] | Multi-family residential [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	363	220
Special Mention [Member] | Commercial real estate [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	31,513	70,450
Special Mention [Member] | Bank Portfolio [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	6,302	4,405
Special Mention [Member] | Home Equity [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	350	216
Substandard [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	112,242	104,428
Substandard [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	1,750	5,037
Substandard [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	3,724	6,627
Substandard [Member] | Commercial And Industrial [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	7,827	8,423
Substandard [Member] | Real estate construction and development [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	79,175	81,364
Substandard [Member] | Multi-family residential [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	554	773
Substandard [Member] | Commercial real estate [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	24,686	13,868
Substandard [Member] | Bank Portfolio [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	0	1,787
Substandard [Member] | Home Equity [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	1,750	3,250
Substandard [Member] | Mortgage Division Portfolio [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	3,724	6,627
Substandard [Member] | Consumer and Installment [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	0	0
Performing TDR [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	42,921	49,012
Performing TDR [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	705	1,611
Performing TDR [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	76,025	78,294
Performing TDR [Member] | Commercial And Industrial [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	156	0
Performing TDR [Member] | Real estate construction and development [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	10,031	10,031
Performing TDR [Member] | Multi-family residential [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	28,154	28,240
Performing TDR [Member] | Commercial real estate [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	4,580	10,741
Performing TDR [Member] | Bank Portfolio [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	705	1,611
Performing TDR [Member] | Home Equity [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	0	0
Performing TDR [Member] | Mortgage Division Portfolio [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	76,025	78,294
Performing TDR [Member] | Consumer and Installment [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	0	0
Non Accrual [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	57,590	74,483
Non Accrual [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	11,956	15,581
Non Accrual [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	19,412	19,808
Non Accrual [Member] | Commercial And Industrial [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	14,881	19,050
Non Accrual [Member] | Real estate construction and development [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	28,305	32,152
Non Accrual [Member] | Multi-family residential [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	1,393	6,761
Non Accrual [Member] | Commercial real estate [Member] | Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	13,011	16,520
Non Accrual [Member] | Bank Portfolio [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	6,051	6,910
Non Accrual [Member] | Home Equity [Member] | One-To-Four-Family Residential Mortgage Bank Portfolio And Home Equity Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	5,905	8,671
Non Accrual [Member] | Mortgage Division Portfolio [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	19,377	19,780
Non Accrual [Member] | Consumer and Installment [Member] | One To Four Family Residential Mortgage Division Portfolio And Consumer And Installment Portfolio [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total loans	$ 35	$ 28

XML

SUBORDINATED DEBENTURES (Tables)

6 Months Ended

Jun. 30, 2013

Subordinated Borrowings [Abstract]

Summary Of Junior Subordinated Debentures Issued To Trusts [Table Text Block]

The following is a summary of the junior subordinated debentures issued to the Trusts in conjunction with the trust preferred securities offerings at June 30, 2013 and December 31, 2012:

Name of Trust	Issuance Date	Maturity Date	Call Date(1)	Interest Rate(2)	Trust Preferred Securities		Subordinated Debentures
					(dollars expressed in thousands)
Variable Rate
First Bank Statutory Trust II	September 2004	September 20, 2034	September 20, 2009	205.0 bp	$	20,000	$	20,619
Royal Oaks Capital Trust I	October 2004	January 7, 2035	January 7, 2010	240.0 bp	4,000		4,124
First Bank Statutory Trust III	November 2004	December 15, 2034	December 15, 2009	218.0 bp	40,000		41,238
First Bank Statutory Trust IV	March 2006	March 15, 2036	March 15, 2011	142.0 bp	40,000		41,238
First Bank Statutory Trust V	April 2006	June 15, 2036	June 15, 2011	145.0 bp	20,000		20,619
First Bank Statutory Trust VI	June 2006	July 7, 2036	July 7, 2011	165.0 bp	25,000		25,774
First Bank Statutory Trust VII	December 2006	December 15, 2036	December 15, 2011	185.0 bp	50,000		51,547
First Bank Statutory Trust VIII	February 2007	March 30, 2037	March 30, 2012	161.0 bp	25,000		25,774
First Bank Statutory Trust X	August 2007	September 15, 2037	September 15, 2012	230.0 bp	15,000		15,464
First Bank Statutory Trust IX	September 2007	December 15, 2037	December 15, 2012	225.0 bp	25,000		25,774
First Bank Statutory Trust XI	September 2007	December 15, 2037	December 15, 2012	285.0 bp	10,000		10,310
Fixed Rate
First Bank Statutory Trust	March 2003	March 20, 2033	March 20, 2008	8.10%	25,000		25,774
First Preferred Capital Trust IV	April 2003	June 30, 2033	June 30, 2008	8.15%	46,000		47,423

____________________

(1) The junior subordinated debentures are callable at the option of the Company on the call date shown at 100% of the principal amount plus accrued and unpaid interest.

(2) The interest rates paid on the trust preferred securities are based on either a variable rate or a fixed rate. The variable rate is based on the three-month LIBOR plus the basis point spread shown.

XML

DERIVATIVE INSTRUMENTS (Details Textual) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Customer interest rate swap agreements [Member]
Derivative [Line Items]
Notional Amount	$ 9,871	$ 12,149
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Notional Amount	115,855	179,781
Not Designated as Hedging Instrument [Member] | Customer interest rate swap agreements [Member]
Derivative [Line Items]
Notional Amount	9,871	12,149
Not Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivative [Line Items]
Derivative Assets	2,577	1,619
Not Designated as Hedging Instrument [Member] | Other Assets [Member] | Customer interest rate swap agreements [Member]
Derivative [Line Items]
Derivative Assets	31	87
Forward commitments to sell mortgage-backed securities [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Notional Amount	67,600	107,700
Forward commitments to sell mortgage-backed securities [Member] | Not Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivative [Line Items]
Derivative Assets	2,478	(305)
Interest rate lock commitments [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Notional Amount	38,384	59,932
Interest rate lock commitments [Member] | Not Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivative [Line Items]
Derivative Assets	$ 68	$ 1,837

XML

FAIR VALUE DISCLOSURES (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	$ 1,769,611	$ 2,126,271
Liabilities, Fair Value Disclosure, Recurring	6,190	6,530
U.S. Government sponsored agencies [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	274,242	310,429
Residential mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,200,146	1,534,067
Commercial mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	872	915
State and political subdivisions [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	32,643	4,929
Corporate notes [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	194,886	192,365
Equity investments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,473	1,022
Mortgage loans held for sale [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	45,239	66,133
Customer interest rate swap agreements [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	31	87
Liabilities, Fair Value Disclosure, Recurring	31	87
Interest rate lock commitments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	68	1,837
Forward commitments to sell mortgage-backed securities [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	2,478	(305)
Servicing rights [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	17,533	14,792
Nonqualified deferred compensation plan [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure, Recurring	6,159	6,443
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,473	1,022
Liabilities, Fair Value Disclosure, Recurring	6,159	6,443
Fair Value, Inputs, Level 1 [Member] | U.S. Government sponsored agencies [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Residential mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Commercial mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | State and political subdivisions [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Corporate notes [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Equity investments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,473	1,022
Fair Value, Inputs, Level 1 [Member] | Mortgage loans held for sale [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Customer interest rate swap agreements [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Interest rate lock commitments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Forward commitments to sell mortgage-backed securities [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Servicing rights [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 1 [Member] | Nonqualified deferred compensation plan [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure, Recurring	6,159	6,443
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,750,605	2,110,457
Liabilities, Fair Value Disclosure, Recurring	31	87
Fair Value, Inputs, Level 2 [Member] | U.S. Government sponsored agencies [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	274,242	310,429
Fair Value, Inputs, Level 2 [Member] | Residential mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	1,200,146	1,534,067
Fair Value, Inputs, Level 2 [Member] | Commercial mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	872	915
Fair Value, Inputs, Level 2 [Member] | State and political subdivisions [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	32,643	4,929
Fair Value, Inputs, Level 2 [Member] | Corporate notes [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	194,886	192,365
Fair Value, Inputs, Level 2 [Member] | Equity investments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 2 [Member] | Mortgage loans held for sale [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	45,239	66,133
Fair Value, Inputs, Level 2 [Member] | Customer interest rate swap agreements [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	31	87
Liabilities, Fair Value Disclosure, Recurring	31	87
Fair Value, Inputs, Level 2 [Member] | Interest rate lock commitments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	68	1,837
Fair Value, Inputs, Level 2 [Member] | Forward commitments to sell mortgage-backed securities [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	2,478	(305)
Fair Value, Inputs, Level 2 [Member] | Servicing rights [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 2 [Member] | Nonqualified deferred compensation plan [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	17,533	14,792
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | U.S. Government sponsored agencies [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Residential mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Commercial mortgage-backed [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | State and political subdivisions [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Corporate notes [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Equity investments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Mortgage loans held for sale [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Customer interest rate swap agreements [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Interest rate lock commitments [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Forward commitments to sell mortgage-backed securities [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3 [Member] | Servicing rights [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Recurring	17,533	14,792
Fair Value, Inputs, Level 3 [Member] | Nonqualified deferred compensation plan [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure, Recurring	$ 0	$ 0

XML

DERIVATIVE INSTRUMENTS (Details 1) (Not Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Interest Rate Swap Agreements Subordinated Debentures [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Other noninterest income	$ 0	$ (2)	$ 0	$ (41)
Customer interest rate swap agreements [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Other noninterest income	0	0	0	3
Interest rate lock commitments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain on loans sold and held for sale	(1,047)	1,582	(1,769)	1,709
Forward commitments to sell mortgage-backed securities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain on loans sold and held for sale	$ 2,543	$ (1,200)	$ 2,783	$ (428)

XML

INVESTMENTS IN DEBT AND EQUITY SECURITIES (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Debt Maturities, Within One Year, Net Carrying Amount	$ 1,022	$ 826
Held-to-maturity Securities, Debt Maturities, After One Through Five Years, Net Carrying Amount	1,019	1,099
Held-to-maturity Securities, Debt Maturities, After Five Through Ten Years, Net Carrying Amount	230,655	161,254
Held-to-maturity Securities, Debt Maturities, After Ten Years, Net Carrying Amount	567,757	468,374
Held-to-maturity Securities, Amortized Cost Before Other Than Temporary Impairment	800,453	631,553
Held-to-maturity Securities, Unrecognized Holding Gain	570	6,462
Held-to-maturity Securities, Unrecognized Holding Loss	(13,232)	(991)
Held-to-maturity Securities, Fair Value	787,791	637,024
Held-to-maturity Securities Weighted Average Yield	1.80%	1.80%
Held-to-maturity Securities Weighted Average Yield With In One Year	2.91%	2.56%
Held-to-maturity Securities Weighted Average Yield After One Through Five Years	3.28%	3.40%
Held-to-maturity Securities Weighted Average Yield After Five Through Ten Years	1.60%	1.77%
Held-to-maturity Securities Weighted Average Yield After Ten Years	1.87%	1.81%
U.S. Government sponsored agencies [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Debt Maturities, Within One Year, Net Carrying Amount	0	0
Held-to-maturity Securities, Debt Maturities, After One Through Five Years, Net Carrying Amount	0	0
Held-to-maturity Securities, Debt Maturities, After Five Through Ten Years, Net Carrying Amount	22,717	52,582
Held-to-maturity Securities, Debt Maturities, After Ten Years, Net Carrying Amount	0	0
Held-to-maturity Securities, Amortized Cost Before Other Than Temporary Impairment	22,717	52,582
Held-to-maturity Securities, Unrecognized Holding Gain	0	269
Held-to-maturity Securities, Unrecognized Holding Loss	(59)	0
Held-to-maturity Securities, Fair Value	22,658	52,851
Held-to-maturity Securities Weighted Average Yield	1.41%	1.63%
Residential mortgage-backed [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Debt Maturities, Within One Year, Net Carrying Amount	0	0
Held-to-maturity Securities, Debt Maturities, After One Through Five Years, Net Carrying Amount	0	0
Held-to-maturity Securities, Debt Maturities, After Five Through Ten Years, Net Carrying Amount	207,883	108,420
Held-to-maturity Securities, Debt Maturities, After Ten Years, Net Carrying Amount	566,691	466,863
Held-to-maturity Securities, Amortized Cost Before Other Than Temporary Impairment	774,574	575,283
Held-to-maturity Securities, Unrecognized Holding Gain	554	6,142
Held-to-maturity Securities, Unrecognized Holding Loss	(13,147)	(614)
Held-to-maturity Securities, Fair Value	761,981	580,811
Held-to-maturity Securities Weighted Average Yield	1.81%	1.82%
States and political subdivisions [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Debt Maturities, Within One Year, Net Carrying Amount	1,022	826
Held-to-maturity Securities, Debt Maturities, After One Through Five Years, Net Carrying Amount	1,019	1,099
Held-to-maturity Securities, Debt Maturities, After Five Through Ten Years, Net Carrying Amount	55	252
Held-to-maturity Securities, Debt Maturities, After Ten Years, Net Carrying Amount	1,066	1,511
Held-to-maturity Securities, Amortized Cost Before Other Than Temporary Impairment	3,162	3,688
Held-to-maturity Securities, Unrecognized Holding Gain	16	51
Held-to-maturity Securities, Unrecognized Holding Loss	(26)	(377)
Held-to-maturity Securities, Fair Value	3,152	3,362
Held-to-maturity Securities Weighted Average Yield	2.08%	1.89%
Debt securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Debt Maturities, Next Twelve Months, Fair Value	1,032	836
Held-to-maturity Securities, Debt Maturities, Year Two Through Five, Fair Value	1,024	1,129
Held-to-maturity Securities, Debt Maturities, Year Six Through Ten, Fair Value	227,321	164,433
Held-to-maturity Securities, Debt Maturities, After Ten Years, Fair Value	$ 558,414	$ 470,626

XML

STOCKHOLDERS' EQUITY (Details Textual) (USD $)	3 Months Ended			6 Months Ended						12 Months Ended		6 Months Ended
	Jun. 30, 2013 quarters	Mar. 31, 2013	Jun. 30, 2012	Jun. 30, 2013 class quarters	Jun. 30, 2012	Jun. 30, 2013 Preferred Class A [Member] Minimum [Member]	Jun. 30, 2013 Preferred Class A [Member] Maximum [Member]	Jun. 30, 2013 Preferred Class B [Member] Minimum [Member]	Jun. 30, 2013 Preferred Class B [Member] Maximum [Member]	Dec. 31, 2008 Preferred Class C [Member] U.S. Treasury's Troubled Asset Relief Program's Capital Purchase Program [Member]	Dec. 31, 2008 Preferred Class D [Member] U.S. Treasury's Troubled Asset Relief Program's Capital Purchase Program [Member]	Jun. 30, 2013 Preferred Class C & D [Member]	Jun. 30, 2013 Regularly Scheduled Dividend Payments [Member] Preferred Class C & D [Member]	Dec. 31, 2012 Regularly Scheduled Dividend Payments [Member] Preferred Class C & D [Member]	Jun. 30, 2013 Cumulative Dividends On Unpaid Regular Dividends [Member] Preferred Class C & D [Member]	Dec. 31, 2012 Cumulative Dividends On Unpaid Regular Dividends [Member] Preferred Class C & D [Member]
Class of Stock [Line Items]
Number of Classes of Preferred Stock				4
Percentage Of Preferred Stock Redeemed Par Value	105.00%			105.00%
Preferred Stock, Dividend Rate, Percentage						6.00%	12.00%	7.00%	15.00%		9.00%
Preferred stock, shares issued										295,400	14,770
Preferred Stock, Liquidation Preference Per Share										$ 1,000	$ 1,000
Preferred stock, par value (in dollars per share)										$ 1.00	$ 1.00
Preferred Stock Dividend Rate Percentage One To Five Years										5.00%
Preferred Stock Dividend Rate Percentage Year Six and Thereafter										9.00%
Preferred Stock, Dividend Payment Terms										Class C Preferred Stock carries an annual dividend rate equal to 5% for the first five years and the annual dividend rate increases to 9% per annum on and after February 15, 2014, payable quarterly in arrears beginning February 15, 2009.	Class D Preferred Stock carries an annual dividend rate equal to 9%, payable quarterly in arrears beginning February 15, 2009
Preferred stock										$ 295,400,000
Discount On Preferred Stock Accreted To Retained Earnings On Level Yield Basis												17,300,000
Preferred Stock, Period of Accretion of Discount				5 years
Accretion of discount on preferred stock	908,000		883,000	1,806,000	1,767,000
Number Of Quarterly Periods For Deferral Of Cash Dividend Payments On Preferred Stock	16			16
Dividends Payable													64,400,000	56,300,000	7,400,000	5,600,000
Reclassification of investment securities from available for sale to held to maturity		242,540,000		242,540,000	729,142,000
Gross unrealized gain on reclassification of available-for-sale securities to held-to-maturity securities		5,000,000
Gross Unrealized Gain, net of taxes, on Reclassification of Available For Sale Securities to Held To Maturity Securities		2,800,000
Deferred Tax Liability Associated with Gross Unrealized Gain on Reclassification of Available For Sale Securities to Held To Maturity Securities		$ 2,200,000

XML

BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and conform to predominant practices within the banking industry. Management of the Company 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 GAAP. Actual results could differ from those estimates.

Principals of Consolidation

Principles of Consolidation. The consolidated financial statements include the accounts of the parent company and its subsidiaries, giving effect to the noncontrolling interest in subsidiary, as more fully described below and in Note 16 to the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated.

The Company operates through its wholly owned subsidiary bank holding company, The San Francisco Company (SFC), headquartered in St. Louis, Missouri, and SFC’s wholly owned subsidiary bank, First Bank, also headquartered in St. Louis, Missouri. First Bank operates through its branch banking offices and subsidiaries: First Bank Business Capital, Inc.; FB Holdings, LLC (FB Holdings); Small Business Loan Source LLC; ILSIS, Inc.; FBIN, Inc.; SBRHC, Inc.; HVIIHC, Inc.; FBSA Missouri, Inc.; FBSA California, Inc.; NT Resolution Corporation; and LC Resolution Corporation. All of the subsidiaries are wholly owned as of June 30, 2013, except FB Holdings, which is 53.23% owned by First Bank and 46.77% owned by First Capital America, Inc. (FCA), a corporation owned and operated by the Company’s Chairman of the Board and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, as further described in Note 16 to the consolidated financial statements. FB Holdings is included in the consolidated financial statements and the noncontrolling ownership interest is reported as a component of stockholders’ equity in the consolidated balance sheets as “noncontrolling interest in subsidiary” and the earnings or loss, net of tax, attributable to the noncontrolling ownership interest, is reported as “net income (loss) attributable to noncontrolling interest in subsidiary” in the consolidated statements of operations.

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (USD $) In Thousands, unless otherwise specified	Total	First Banks, Inc. Stockholders’ Equity, Preferred Stock [Member]	First Banks, Inc. Stockholders’ Equity, Common Stock [Member]	First Banks, Inc. Stockholders’ Equity, Additional Paid-In Capital [Member]	First Banks, Inc. Stockholders’ Equity, Retained Earnings (Deficit) [Member]	First Banks, Inc. Stockholders’ Equity, Accumulated Other Comprehensive Income [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2011	$ 263,671	$ 318,609	$ 5,915	$ 12,480	$ (183,351)	$ 16,066	$ 93,952
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	25,981				26,278		(297)
Other comprehensive income (loss)	29,193					29,193
Accretion of discount on preferred stock	0	3,554			(3,554)
Preferred stock dividends declared	(18,886)				(18,886)
Balance at Dec. 31, 2012	299,959	322,163	5,915	12,480	(179,513)	45,259	93,655
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	16,324				16,173		151
Other comprehensive income (loss)	(35,656)					(35,656)
Accretion of discount on preferred stock	0	1,806			(1,806)
Preferred stock dividends declared	(9,828)				(9,828)
Balance at Jun. 30, 2013	$ 270,799	$ 323,969	$ 5,915	$ 12,480	$ (174,974)	$ 9,603	$ 93,806

XML

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OFPRESENTATION

Basis of Presentation. The consolidated financial statements of First Banks, Inc. and subsidiaries (the Company) are unaudited and should be read in conjunction with the consolidated financial statements contained in the Company’s 2012 Annual Report on Form 10-K. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and conform to predominant practices within the banking industry. Management of the Company 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 GAAP. 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 and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Certain reclassifications of 2012 amounts have been made to conform to the 2013 presentation.

All financial information is reported on a continuing operations basis, unless otherwise noted. See Note 2 to the consolidated financial statements for a discussion regarding discontinued operations.

Principles of Consolidation. The consolidated financial statements include the accounts of the parent company and its subsidiaries, giving effect to the noncontrolling interest in subsidiary, as more fully described below and in Note 16 to the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated.

The Company operates through its wholly owned subsidiary bank holding company, The San Francisco Company (SFC), headquartered in St. Louis, Missouri, and SFC’s wholly owned subsidiary bank, First Bank, also headquartered in St. Louis, Missouri. First Bank operates through its branch banking offices and subsidiaries: First Bank Business Capital, Inc.; FB Holdings, LLC (FB Holdings); Small Business Loan Source LLC; ILSIS, Inc.; FBIN, Inc.; SBRHC, Inc.; HVIIHC, Inc.; FBSA Missouri, Inc.; FBSA California, Inc.; NT Resolution Corporation; and LC Resolution Corporation. All of the subsidiaries are wholly owned as of June 30, 2013, except FB Holdings, which is 53.23% owned by First Bank and 46.77% owned by First Capital America, Inc. (FCA), a corporation owned and operated by the Company’s Chairman of the Board and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, as further described in Note 16 to the consolidated financial statements. FB Holdings is included in the consolidated financial statements and the noncontrolling ownership interest is reported as a component of stockholders’ equity in the consolidated balance sheets as “noncontrolling interest in subsidiary” and the earnings or loss, net of tax, attributable to the noncontrolling ownership interest, is reported as “net income (loss) attributable to noncontrolling interest in subsidiary” in the consolidated statements of operations.

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES

6 Months Ended

Jun. 30, 2013

Receivables [Abstract]

LOANS AND ALLOWANCE FOR LOAN LOSSES

LOANS ANDALLOWANCE FORLOANLOSSES

The following table summarizes the composition of the loan portfolio at June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Commercial, financial and agricultural	$	593,403	610,301
Real estate construction and development	167,269		174,979
Real estate mortgage:
One-to-four-family residential	931,986		986,767
Multi-family residential	101,351		103,684
Commercial real estate	963,480		969,680
Consumer and installment	18,159		19,262
Loans held for sale	45,239		66,133
Net deferred loan costs (fees)	62		(59	)
Total loans	$	2,820,949	2,930,747

Aging of Loans. The following table presents the aging of loans by loan classification at June 30, 2013 and December 31, 2012:

	30-59 Days		60-89 Days	Recorded Investment > 90 Days Accruing	Nonaccrual	Total Past Due	Current	Total Loans
	(dollars expressed in thousands)
June 30, 2013:
Commercial, financial and agricultural	$	1,253	1,320	—	14,881	17,454	575,949	593,403
Real estate construction and development	120		75	—	28,305	28,500	138,769	167,269
Real estate mortgage:
Bank portfolio	1,438		491	—	6,051	7,980	93,100	101,080
Mortgage Division portfolio	4,977		2,940	—	19,377	27,294	460,510	487,804
Home equity	1,849		951	350	5,905	9,055	334,047	343,102
Multi-family residential	366		—	—	1,393	1,759	99,592	101,351
Commercial real estate	2,548		1,028	536	13,011	17,123	946,357	963,480
Consumer and installment	93		27	—	35	155	18,066	18,221
Loans held for sale	—		—	—	—	—	45,239	45,239
Total	$	12,644	6,832	886	88,958	109,320	2,711,629	2,820,949
December 31, 2012:
Commercial, financial and agricultural	$	1,180	322	—	19,050	20,552	589,749	610,301
Real estate construction and development	93		—	—	32,152	32,245	142,734	174,979
Real estate mortgage:
Bank portfolio	1,871		1,121	874	6,910	10,776	111,562	122,338
Mortgage Division portfolio	6,264		4,375	—	19,780	30,419	479,552	509,971
Home equity	2,494		1,221	216	8,671	12,602	341,856	354,458
Multi-family residential	—		629	—	6,761	7,390	96,294	103,684
Commercial real estate	66		693	—	16,520	17,279	952,401	969,680
Consumer and installment	174		43	—	28	245	18,958	19,203
Loans held for sale	—		—	—	—	—	66,133	66,133
Total	$	12,142	8,404	1,090	109,872	131,508	2,799,239	2,930,747

Under the Company’s loan policy, loans are placed on nonaccrual status once principal or interest payments become 90 days past due. However, individual loan officers may submit written requests for approval to continue the accrual of interest on loans that become 90 days past due. These requests may be submitted for approval consistent with the authority levels provided in the Company’s credit approval policies, and they are only granted if an expected near term future event, such as a pending renewal or expected payoff, exists at the time the loan becomes 90 days past due. If the expected near term future event does not occur as anticipated, the loan is then placed on nonaccrual status.

Credit Quality Indicators. The Company’s credit management policies and procedures focus on identifying, measuring and controlling credit exposure. These procedures employ a lender-initiated system of rating credits, which is ratified in the loan approval process and subsequently tested in internal credit reviews, external audits and regulatory bank examinations. The system requires the rating of all loans at the time they are originated or acquired, except for homogeneous categories of loans, such as residential real estate mortgage loans and consumer loans. These homogeneous loans are assigned an initial rating based on the Company’s experience with each type of loan. The Company adjusts the ratings of the homogeneous loans based on payment experience subsequent to their origination.

The Company includes adversely rated credits, including loans requiring close monitoring that would not normally be considered classified credits by the Company’s regulators, on its monthly loan watch list. Loans may be added to the Company’s watch list for reasons that are temporary and correctable, such as the absence of current financial statements of the borrower or a deficiency in loan documentation. Loans may also be added to the Company’s watch list whenever any adverse circumstance is detected which might affect the borrower’s ability to comply with the contractual terms of the loan. The delinquency of a scheduled loan payment, deterioration in the borrower’s financial condition identified in a review of periodic financial statements, a decrease in the value of the collateral securing the loan, or a change in the economic environment within which the borrower operates could initiate the addition of a loan to the Company’s watch list. Loans on the Company’s watch list require periodic detailed loan status reports prepared by the responsible officer which are discussed in formal meetings with credit review and credit administration staff members. Upgrades and downgrades of loan risk ratings may be initiated by the responsible loan officer. However, upgrades of risk ratings associated with significant credit relationships and/or problem credit relationships may only be made with the concurrence of appropriate regional credit officers.

Under the Company’s risk rating system, special mention loans are those loans that do not currently expose the Company to sufficient risk to warrant classification as substandard, troubled debt restructuring (TDR) or nonaccrual, but possess weaknesses that deserve management’s close attention. Substandard loans include those loans characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. A loan is classified as a TDR when a borrower is experiencing financial difficulties that lead to the restructuring of a loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. Loans classified as TDRs which are accruing interest are classified as performing TDRs. Loans classified as TDRs which are not accruing interest are classified as nonperforming TDRs and are included with all other nonaccrual loans for presentation purposes. Loans classified as nonaccrual have all the weaknesses inherent in those loans classified as substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable. Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

The following tables present the credit exposure of the loan portfolio by internally assigned credit grade and payment activity as of June 30, 2013 and December 31, 2012:

Commercial Loan Portfolio Credit Exposure by Internally Assigned Credit Grade	Commercial and Industrial		Real Estate Construction and Development	Multi-family	Commercial Real Estate	Total
			(dollars expressed in thousands)
June 30, 2013:
Pass	$	558,894	45,989	70,887	889,690	1,565,460
Special mention	11,645		3,769	363	31,513	47,290
Substandard	7,827		79,175	554	24,686	112,242
Performing troubled debt restructuring	156		10,031	28,154	4,580	42,921
Nonaccrual	14,881		28,305	1,393	13,011	57,590
Total	$	593,403	167,269	101,351	963,480	1,825,503
December 31, 2012:
Pass	$	572,248	45,356	67,690	858,101	1,543,395
Special mention	10,580		6,076	220	70,450	87,326
Substandard	8,423		81,364	773	13,868	104,428
Performing troubled debt restructuring	—		10,031	28,240	10,741	49,012
Nonaccrual	19,050		32,152	6,761	16,520	74,483
Total	$	610,301	174,979	103,684	969,680	1,858,644

One-to-Four-Family Residential Mortgage Bank and Home Equity Loan Portfolio Credit Exposure by Internally Assigned Credit Grade	Bank Portfolio		Home Equity	Total
	(dollars expressed in thousands)
June 30, 2013:
Pass	$	88,022	335,097	423,119
Special mention	6,302		350	6,652
Substandard	—		1,750	1,750
Performing troubled debt restructuring	705		—	705
Nonaccrual	6,051		5,905	11,956
Total	$	101,080	343,102	444,182
December 31, 2012:
Pass	$	107,625	342,321	449,946
Special mention	4,405		216	4,621
Substandard	1,787		3,250	5,037
Performing troubled debt restructuring	1,611		—	1,611
Nonaccrual	6,910		8,671	15,581
Total	$	122,338	354,458	476,796

One-to-Four-Family Residential Mortgage Division and Consumer and Installment Loan Portfolio Credit Exposure by Payment Activity	Mortgage Division Portfolio		Consumer and Installment	Total
	(dollars expressed in thousands)
June 30, 2013:
Pass	$	388,678	18,186	406,864
Substandard	3,724		—	3,724
Performing troubled debt restructuring	76,025		—	76,025
Nonaccrual	19,377		35	19,412
Total	$	487,804	18,221	506,025
December 31, 2012:
Pass	$	405,270	19,175	424,445
Substandard	6,627		—	6,627
Performing troubled debt restructuring	78,294		—	78,294
Nonaccrual	19,780		28	19,808
Total	$	509,971	19,203	529,174

Impaired Loans. Loans deemed to be impaired include performing TDRs and nonaccrual loans. Impaired loans with outstanding balances equal to or greater than $500,000 are evaluated individually for impairment. For these loans, the Company measures the level of impairment based on the present value of the estimated projected cash flows or the estimated value of the collateral. If the current valuation is lower than the current book balance of the loan, the amount of the difference is evaluated for possible charge-off. In instances where management determines that a charge-off is not appropriate, a specific reserve is established for the individual loan in question. This specific reserve is included as a part of the overall allowance for loan losses.

The following tables present the recorded investment, unpaid principal balance, related allowance for loan losses, average recorded investment and interest income recognized while on impaired status for impaired loans without a related allowance for loan losses and for impaired loans with a related allowance for loan losses by loan classification at June 30, 2013 and December 31, 2012:

	Recorded Investment		Unpaid Principal Balance	Related Allowance for Loan Losses	Average Recorded Investment	Interest Income Recognized
	(dollars expressed in thousands)
June 30, 2013:
With No Related Allowance Recorded:
Commercial, financial and agricultural	$	5,105	8,560	—	5,614	1
Real estate construction and development	36,504		69,402	—	38,292	277
Real estate mortgage:
Bank portfolio	—		—	—	—	26
Mortgage Division portfolio	10,043		20,702	—	10,247	—
Home equity	625		632	—	753	—
Multi-family residential	28,597		28,863	—	32,141	616
Commercial real estate	12,074		18,107	—	15,909	213
Consumer and installment	—		—	—	—	—
	92,948		146,266	—	102,956	1,133
With A Related Allowance Recorded:
Commercial, financial and agricultural	9,932		25,534	383	10,923	—
Real estate construction and development	1,832		4,376	1,064	1,922	—
Real estate mortgage:
Bank portfolio	6,756		8,488	207	7,786	—
Mortgage Division portfolio	85,359		94,985	12,088	87,094	962
Home equity	5,280		6,142	1,181	6,362	—
Multi-family residential	950		954	753	1,068	—
Commercial real estate	5,517		8,136	730	7,269	13
Consumer and installment	35		35	2	28	—
	115,661		148,650	16,408	122,452	975
Total:
Commercial, financial and agricultural	15,037		34,094	383	16,537	1
Real estate construction and development	38,336		73,778	1,064	40,214	277
Real estate mortgage:
Bank portfolio	6,756		8,488	207	7,786	26
Mortgage Division portfolio	95,402		115,687	12,088	97,341	962
Home equity	5,905		6,774	1,181	7,115	—
Multi-family residential	29,547		29,817	753	33,209	616
Commercial real estate	17,591		26,243	730	23,178	226
Consumer and installment	35		35	2	28	—
	$	208,609	294,916	16,408	225,408	2,108

	Recorded Investment		Unpaid Principal Balance	Related Allowance for Loan Losses	Average Recorded Investment	Interest Income Recognized
	(dollars expressed in thousands)
December 31, 2012:
With No Related Allowance Recorded:
Commercial, financial and agricultural	$	6,451	24,287	—	12,369	215
Real estate construction and development	39,706		74,044	—	59,094	561
Real estate mortgage:
Bank portfolio	1,611		1,690	—	2,166	32
Mortgage Division portfolio	10,255		22,102	—	10,308	—
Home equity	1,382		1,507	—	1,232	—
Multi-family residential	33,709		37,206	—	13,682	280
Commercial real estate	18,808		24,279	—	35,959	1,160
Consumer and installment	—		—	—	—	—
	111,922		185,115	—	134,810	2,248
With A Related Allowance Recorded:
Commercial, financial and agricultural	12,599		19,255	676	24,157	—
Real estate construction and development	2,477		10,221	1,452	3,687	114
Real estate mortgage:
Bank portfolio	6,910		8,655	284	9,288	—
Mortgage Division portfolio	87,819		96,931	11,574	88,277	2,050
Home equity	7,289		8,188	1,784	6,500	—
Multi-family residential	1,292		1,403	1,138	524	—
Commercial real estate	8,453		12,909	1,043	16,161	11
Consumer and installment	28		28	1	51	—
	126,867		157,590	17,952	148,645	2,175
Total:
Commercial, financial and agricultural	19,050		43,542	676	36,526	215
Real estate construction and development	42,183		84,265	1,452	62,781	675
Real estate mortgage:
Bank portfolio	8,521		10,345	284	11,454	32
Mortgage Division portfolio	98,074		119,033	11,574	98,585	2,050
Home equity	8,671		9,695	1,784	7,732	—
Multi-family residential	35,001		38,609	1,138	14,206	280
Commercial real estate	27,261		37,188	1,043	52,120	1,171
Consumer and installment	28		28	1	51	—
	$	238,789	342,705	17,952	283,455	4,423

Recorded investment represents the Company’s investment in its impaired loans reduced by cumulative charge-offs recorded against the allowance for loan losses on these same loans. At June 30, 2013 and December 31, 2012, the Company had recorded charge-offs of $86.3 million and $103.9 million, respectively, on its impaired loans, representing the difference between the unpaid principal balance and the recorded investment reflected in the tables above. The unpaid principal balance represents the principal amount contractually owed to the Company by the borrowers on the impaired loans.

Troubled Debt Restructurings. In the ordinary course of business, the Company modifies loan terms across loan types, including both consumer and commercial loans, for a variety of reasons. Modifications to consumer loans may include, but are not limited to, changes in interest rate, maturity, amortization and financial covenants. In the original underwriting, loan terms are established that represent the then current and projected financial condition of the borrower. Over any period of time, modifications to these loan terms may be required due to changes in the original underwriting assumptions. These changes may include the financial covenants of the borrower as well as underwriting standards.

Loan modifications are generally performed at the request of the borrower, whether commercial or consumer, and may include reduction in interest rates, changes in payments and maturity date extensions. Although the Company does not have formal, standardized loan modification programs for its commercial or consumer loan portfolios, it addresses loan modifications on a case-by-case basis and also participates in the U.S. Treasury’s Home Affordable Modification Program (HAMP). HAMP gives qualifying homeowners an opportunity to refinance into more affordable monthly payments, with the U.S. Treasury compensating the Company for a portion of the reduction in monthly amounts due from borrowers participating in this program. At June 30, 2013 and December 31, 2012, the Company had $74.3 million and $75.7 million, respectively, of modified loans in the HAMP program.

For a loan modification to be classified as a TDR, all of the following conditions must be present: (1) the borrower is experiencing financial difficulty, (2) the Company makes a concession to the original contractual loan terms and (3) the Company would not consider the concessions but for economic or legal reasons related to the borrower’s financial difficulty. Modifications of loan terms to borrowers experiencing financial difficulty are made in an attempt to protect as much of the investment in the loan as possible. These modifications are generally made to either prevent a loan from becoming nonaccrual or to return a nonaccrual loan to performing status based on the expectations that the borrower can adequately perform in accordance with the modified terms.

The determination of whether a modification should be classified as a TDR requires significant judgment after taking into consideration all facts and circumstances surrounding the transaction. No single characteristic or factor, taken alone, is determinative of whether a modification should be classified as a TDR. The fact that a single characteristic is present is not considered sufficient to overcome the preponderance of contrary evidence. Assuming all of the TDR criteria are met, the Company considers one or more of the following concessions to the loan terms to represent a TDR: (1) a reduction of the stated interest rate, (2) an extension of the maturity date or dates at a stated interest rate lower than the current market rate for a new loan with similar terms or (3) forgiveness of principal or accrued interest.

Loans renegotiated at a rate equal to or greater than that of a new loan with comparable risk at the time the contract is modified are excluded from TDR classification in the calendar years subsequent to the renegotiation if the loan is in compliance with the modified terms for at least six months.

The Company does not accrue interest on any TDRs unless it believes collection of all principal and interest under the modified terms is reasonably assured. Generally, six months of consecutive payment performance by the borrower under the restructured terms is required before a TDR is returned to accrual status. However, the period could vary depending upon the individual facts and circumstances of the loan. TDRs accruing interest are classified as performing TDRs. The following table presents the categories of performing TDRs as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Performing Troubled Debt Restructurings:
Commercial, financial and agricultural	$	156	—
Real estate construction and development	10,031		10,031
Real estate mortgage:
One-to-four-family residential	76,730		79,905
Multi-family residential	28,154		28,240
Commercial real estate	4,580		10,741
Total performing troubled debt restructurings	$	119,651	128,917

The Company does not accrue interest on TDRs which have been modified for a period less than six months or are not in compliance with the modified terms. These loans are considered nonperforming TDRs and are included with other nonaccrual loans for classification purposes. The following table presents the categories of loans considered nonperforming TDRs as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Nonperforming Troubled Debt Restructurings:
Commercial, financial and agricultural	$	984	1,004
Real estate construction and development	24,733		26,557
Real estate mortgage:
One-to-four-family residential	6,836		7,105
Multi-family residential	—		2,482
Commercial real estate	2,149		2,862
Total nonperforming troubled debt restructurings	$	34,702	40,010

Both performing and nonperforming TDRs are considered to be impaired loans. When an individual loan is determined to be a TDR, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the underlying collateral less applicable selling costs. The impairment amount is either charged off as a reduction to the allowance for loan losses or provided for as a specific reserve within the allowance for loan losses. The allowance for loan losses allocated to TDRs was $9.5 million at June 30, 2013 and December 31, 2012.

The following tables present loans classified as TDRs that were modified during the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30, 2013					Three Months Ended June 30, 2012
	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(dollars expressed in thousands)
Loan Modifications Classified as Troubled Debt Restructurings:
Commercial, financial and agricultural	—	$	—	$	—	—	$	—	$	—
Real estate construction and development	—	—		—		—	—		—
Real estate mortgage:
One-to-four-family residential	10	2,647		2,644		15	2,823		2,817
Commercial real estate	1	156		156		—	—		—

	Six Months Ended June 30, 2013					Six Months Ended June 30, 2012
	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(dollars expressed in thousands)
Loan Modifications Classified as Troubled Debt Restructurings:
Commercial, financial and agricultural	1	$	90	$	45	—	$	—	$	—
Real estate construction and development	—	—		—		2	803		390
Real estate mortgage:
One-to-four-family residential	20	4,870		4,542		29	5,427		5,378
Commercial real estate	1	156		156		1	5,018		5,018

The following tables present TDRs that defaulted within 12 months of modification during the three and six months ended June 30, 2013 and 2012:

	Three Months Ended			Three Months Ended
	June 30, 2013			June 30, 2012
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars expressed in thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
Real estate construction and development	—	$	—	3	$	1,364
Real estate mortgage:
One-to-four-family residential	13	2,525		16	3,587

	Six Months Ended			Six Months Ended
	June 30, 2013			June 30, 2012
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars expressed in thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
Real estate construction and development	—	$	—	3	$	1,364
Real estate mortgage:
One-to-four-family residential	29	4,921		28	5,894

Upon default of a TDR, which is considered to be 90 days or more past due under the modified terms, impairment is measured based on the fair value of the underlying collateral less applicable selling costs. The impairment amount is either charged off as a reduction to the allowance for loan losses or provided for as a specific reserve within the allowance for loan losses.

Allowance for Loan Losses. Changes in the allowance for loan losses for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	88,170		130,348		91,602		137,710
Loans charged-off	(6,871		)	(17,947	)	(13,754	)	(34,400	)
Recoveries of loans previously charged-off	4,334			7,826		7,785		14,917
Net loans charged-off	(2,537		)	(10,121	)	(5,969	)	(19,483	)
Provision for loan losses	—			—		—		2,000
Balance, end of period	$	85,633		120,227		85,633		120,227

The following table represents a summary of changes in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2013:

	Commercial and Industrial			Real Estate Construction and Development		One-to- Four-Family Residential		Multi- Family Residential		Commercial Real Estate		Consumer and Installment		Total
	(dollars expressed in thousands)
Three Months Ended June 30, 2013:
Allowance for loan losses:
Beginning balance	$	14,168		13,003		36,660		4,202		19,720		417		88,170
Charge-offs	(1,010		)	(166	)	(4,338	)	(159	)	(1,156	)	(42	)	(6,871	)
Recoveries	1,023			1,321		1,288		141		522		39		4,334
Provision (benefit) for loan losses	(215		)	(2,746	)	1,656		(62	)	1,487		(120	)	—
Ending balance	$	13,966		11,412		35,266		4,122		20,573		294		85,633
Six Months Ended June 30, 2013:
Allowance for loan losses:
Beginning balance	$	13,572		14,434		38,897		4,252		20,048		399		91,602
Charge-offs	(1,686		)	(448	)	(8,727	)	(162	)	(2,633	)	(98	)	(13,754	)
Recoveries	2,090			1,716		2,519		141		1,240		79		7,785
Provision (benefit) for loan losses	(10		)	(4,290	)	2,577		(109	)	1,918		(86	)	—
Ending balance	$	13,966		11,412		35,266		4,122		20,573		294		85,633

The following table represents a summary of changes in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2012:

	Commercial and Industrial			Real Estate Construction and Development		One-to- Four-Family Residential		Multi- Family Residential		Commercial Real Estate		Consumer and Installment		Total
	(dollars expressed in thousands)
Three Months Ended June 30, 2012:
Allowance for loan losses:
Beginning balance	$	24,782		24,518		46,670		4,679		29,273		426		130,348
Charge-offs	(5,152		)	(3,339	)	(4,988	)	(237	)	(4,037	)	(194	)	(17,947	)
Recoveries	2,686			2,986		1,223		32		858		41		7,826
Provision (benefit) for loan losses	(301		)	(2,336	)	797		342		1,377		121		—
Ending balance	$	22,015		21,829		43,702		4,816		27,471		394		120,227
Six Months Ended June 30, 2012:
Allowance for loan losses:
Beginning balance	$	27,243		24,868		50,864		4,851		29,448		436		137,710
Charge-offs	(10,233		)	(6,423	)	(8,916	)	(1,169	)	(7,390	)	(269	)	(34,400	)
Recoveries	5,744			3,719		2,475		43		2,846		90		14,917
Provision (benefit) for loan losses	(739		)	(335	)	(721	)	1,091		2,567		137		2,000
Ending balance	$	22,015		21,829		43,702		4,816		27,471		394		120,227

The following table represents a summary of the impairment method used by loan category at June 30, 2013 and December 31, 2012:

	Commercial and Industrial		Real Estate Construction and Development	One-to- Four-Family Residential	Multi- Family Residential	Commercial Real Estate	Consumer and Installment	Total
	(dollars expressed in thousands)
June 30, 2013:
Allowance for loan losses:
Impaired loans individually evaluated for impairment	$	—	87	3,666	—	282	—	4,035
Impaired loans collectively evaluated for impairment	383		977	9,810	753	448	2	12,373
All other loans collectively evaluated for impairment	13,583		10,348	21,790	3,369	19,843	292	69,225
Total	$	13,966	11,412	35,266	4,122	20,573	294	85,633
Financing receivables:
Impaired loans individually evaluated for impairment	$	5,479	36,828	13,839	28,840	12,351	—	97,337
Impaired loans collectively evaluated for impairment	9,558		1,508	94,224	707	5,240	35	111,272
All other loans collectively evaluated for impairment	578,366		128,933	823,923	71,804	945,889	18,186	2,567,101
Total	$	593,403	167,269	931,986	101,351	963,480	18,221	2,775,710
December 31, 2012:
Allowance for loan losses:
Impaired loans individually evaluated for impairment	$	75	121	3,187	33	182	—	3,598
Impaired loans collectively evaluated for impairment	601		1,331	10,455	1,105	861	1	14,354
All other loans collectively evaluated for impairment	12,896		12,982	25,255	3,114	19,005	398	73,650
Total	$	13,572	14,434	38,897	4,252	20,048	399	91,602
Financing receivables:
Impaired loans individually evaluated for impairment	$	7,884	39,155	16,843	34,636	20,965	—	119,483
Impaired loans collectively evaluated for impairment	11,166		3,028	98,423	365	6,296	28	119,306
All other loans collectively evaluated for impairment	591,251		132,796	871,501	68,683	942,419	19,175	2,625,825
Total	$	610,301	174,979	986,767	103,684	969,680	19,203	2,864,614

XML

FAIR VALUE DISCLOSURES (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Total gains or losses (realized/unrealized):
Included in earnings	$ 470		$ (1,981)		$ 624		$ (2,191)
Fair Value, Inputs, Level 3 [Member]
Servicing Asset at Fair Value, Amount [Roll Forward]
Balance, beginning of period	16,175		15,969		14,792		15,380
Total gains or losses (realized/unrealized):
Included in earnings	470	[1]	(1,981)	[1]	624	[1]	(2,191)	[1]
Included in other comprehensive income	0		0		0		0
Issuances	888		1,194		2,117		1,993
Transfers in and/or out of level 3	0		0		0		0
Balance, end of period	$ 17,533		$ 15,182		$ 17,533		$ 15,182

[1] Gains or losses (realized/unrealized) are included in noninterest income in the consolidated statements of operations.

XML

DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

DISCONTINUEDOPERATIONS

Discontinued Operations. The assets and liabilities associated with the transactions described (and defined) below were previously reported in the First Bank segment and were sold as part of the Company’s Capital Optimization Plan (Capital Plan). The Company applied discontinued operations accounting in accordance with ASC Topic 205-20, “Presentation of Financial Statements – Discontinued Operations,” to the assets and liabilities associated with the Association Bank Services line of business as of June 30, 2013, to the assets and liabilities associated with the Northern Florida Region as of December 31, 2012, and to the operations of First Bank’s Association Bank Services line of business and Northern Florida Region for the three and six months ended June 30, 2013 and 2012, as applicable. The Company did not allocate any consolidated interest that is not directly attributable to or related to discontinued operations. All financial information in the consolidated financial statements and notes to the consolidated financial statements is reported on a continuing operations basis, unless otherwise noted.

Association Bank Services. On May 13, 2013, First Bank entered into a Purchase and Assumption Agreement that provides for the sale of certain assets and the transfer of certain liabilities, primarily deposits, of First Bank's Association Bank Services (ABS) line of business, to Union Bank, N.A. (Union Bank), headquartered in San Francisco, California. ABS, headquartered in Vallejo, California, provides a full range of services to homeowners associations and community management companies. Under the terms of the agreement, Union Bank will assume approximately $550.6 million of deposits and will pay a premium on certain deposit accounts to be acquired in the transaction, which will be determined based on the average amount of certain deposits within ABS for the thirty (30) days prior to the closing date. Union Bank will also acquire certain assets, including loans of approximately $20.8 million at par value. Regulatory approval of the transaction was received on July 15, 2013, and subject to satisfaction of other customary closing conditions, the transaction is expected to close during the fourth quarter of 2013. The assets and liabilities associated with ABS are reflected in assets and liabilities of discontinued operations in the consolidated balance sheets as of June 30, 2013. First Bank expects to record a gain on the transaction of approximately $26.0 million, after the estimated write-off of goodwill of $18.0 million allocated to the ABS line of business.

Northern Florida Region. On November 21, 2012, First Bank entered into a Branch Purchase and Assumption Agreement that provided for the sale of certain assets and the transfer of certain liabilities associated with eight of First Bank’s retail branches located in Pinellas County, Florida to HomeBanc National Association (HomeBanc), headquartered in Lake Mary, Florida. The transaction was completed on April 19, 2013. Under the terms of the agreement, HomeBanc assumed $120.3 million of deposits, purchased the premises and equipment, and assumed the leases associated with these eight retail branches. The transaction resulted in a gain of $394,000, after the write-off of goodwill of $700,000 allocated to the Northern Florida Region, during the second quarter of 2013.

On April 5, 2013, First Bank closed its three remaining retail branches located in Hillsborough County and in Pasco County. The closure of these three remaining retail branches in the Northern Florida Region resulted in expense of $2.3 million during the second quarter of 2013 attributable to continuing obligations under facility leasing arrangements.

The eight branches sold and three branches closed during the second quarter of 2013 are collectively defined as the Northern Florida Region. The assets and liabilities associated with the Northern Florida Region are reflected in assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2012.

First Bank intends to continue to hold and operate its eight retail branches in the Manatee County communities of Bradenton, Palmetto and Longboat Key, Florida.

Assets and liabilities of discontinued operations at June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013			December 31, 2012
	Association Bank Services			Northern Florida
	(dollars expressed in thousands)
Cash and due from banks	$	—		1,139
Loans:
Commercial, financial and agricultural	20,741			—
Consumer and installment	326			—
Net deferred loan fees	(221		)	—
Total loans	20,846			—
Bank premises and equipment, net	92			4,837
Goodwill	18,000			700
Other assets	68			30
Assets of discontinued operations	$	39,006		6,706
Deposits:
Noninterest-bearing demand	$	132,689		12,488
Interest-bearing demand	336,416			10,480
Savings and money market	17,342			67,686
Time deposits of $100 or more	25,626			27,034
Other time deposits	38,554			37,964
Total deposits	550,627			155,652
Accrued expenses and other liabilities	56			59
Liabilities of discontinued operations	$	550,683		155,711

Loss from discontinued operations, net of tax, for the three months ended June 30, 2013 and 2012 was as follows:

	Three Months Ended							Three Months Ended
	June 30, 2013							June 30, 2012
	Association Bank Services			Northern Florida		Total		Association Bank Services			Northern Florida		Total
				(dollars expressed in thousands)
Interest income:
Interest and fees on loans	$	339		—		339		466			—		466
Interest expense:
Interest on deposits	82			41		123		123			263		386
Net interest income (loss)	257			(41	)	216		343			(263	)	80
Provision for loan losses	—			—		—		—			—		—
Net interest income (loss) after provision for loan losses	257			(41	)	216		343			(263	)	80
Noninterest income:
Service charges and customer service fees	16			30		46		24			118		142
Other	27			1		28		35			4		39
Total noninterest income	43			31		74		59			122		181
Noninterest expense:
Salaries and employee benefits	813			306		1,119		674			573		1,247
Occupancy, net of rental income	2			124		126		4			442		446
Furniture and equipment	9			1		10		21			75		96
FDIC insurance	205			—		205		306			99		405
Other	218			2,340		2,558		230			110		340
Total noninterest expense	1,247			2,771		4,018		1,235			1,299		2,534
Loss from operations of discontinued operations	(947		)	(2,781	)	(3,728	)	(833		)	(1,440	)	(2,273	)
Net gain on sale of discontinued operations	—			394		394		—			—		—
Benefit for income taxes	—			—		—		—			—		—
Net loss from discontinued operations, net of tax	$	(947	)	(2,387	)	(3,334	)	$	(833	)	(1,440	)	(2,273	)

Loss from discontinued operations, net of tax, for the six months ended June 30, 2013 and 2012 was as follows:

	Six Months Ended							Six Months Ended
	June 30, 2013							June 30, 2012
	Association Bank Services			Northern Florida		Total		Association Bank Services		Northern Florida		Total
	(dollars expressed in thousands)
Interest income:
Interest and fees on loans	$	704		—		704		942		—		942
Interest expense:
Interest on deposits	170			233		403		254		547		801
Net interest income (loss)	534			(233	)	301		688		(547	)	141
Provision for loan losses	—			—		—		—		—		—
Net interest income (loss) after provision for loan losses	534			(233	)	301		688		(547	)	141
Noninterest income:
Service charges and customer service fees	57			134		191		84		231		315
Other	53			4		57		55		6		61
Total noninterest income	110			138		248		139		237		376
Noninterest expense:
Salaries and employee benefits	1,456			885		2,341		1,339		1,163		2,502
Occupancy, net of rental income	4			579		583		6		884		890
Furniture and equipment	21			40		61		45		161		206
FDIC insurance	409			53		462		611		203		814
Other	442			2,452		2,894		486		200		686
Total noninterest expense	2,332			4,009		6,341		2,487		2,611		5,098
Loss from operations of discontinued operations	(1,688		)	(4,104	)	(5,792	)	(1,660	)	(2,921	)	(4,581	)
Net gain on sale of discontinued operations	—			394		394		—		—		—
Benefit for income taxes	—			—		—		—		—		—
Net loss from discontinued operations, net of tax	$	(1,688	)	(3,710	)	(5,398	)	(1,660	)	(2,921	)	(4,581	)

XML

DISCONTINUED OPERATIONS (Details Textual) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended			6 Months Ended						3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012 Bradenton, Palmetto, Longboat Key Florida [Member] offices	Jun. 30, 2013 Northern Florida Region [Member]	Jun. 30, 2012 Northern Florida Region [Member]	Jun. 30, 2013 Northern Florida Region [Member]	Jun. 30, 2012 Northern Florida Region [Member]	Apr. 19, 2013 Northern Florida Region [Member]	Apr. 05, 2013 Northern Florida Region [Member] offices	Dec. 31, 2012 Northern Florida Region [Member]	Apr. 19, 2013 Northern Florida Region [Member] HomeBanc National Association [Member] offices	Jun. 30, 2013 Association Bank Services [Member]	Jun. 30, 2012 Association Bank Services [Member]	Jun. 30, 2013 Association Bank Services [Member]	Jun. 30, 2012 Association Bank Services [Member]	Jun. 30, 2013 Association Bank Services [Member] Union Bank, N.A. [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Branch Offices to Be Sold Pursuant to Sales Agreement													8
Deposits assumed or to be assumed													$ 120,300,000					$ 550,600,000
Total loans												0		20,846,000		20,846,000		20,800,000
Estimated future gain on sale of disposal group														26,000,000		26,000,000
Net gain on sale of discontinued operations	394,000	0	394,000	0		394,000	0	394,000	0					0	0	0	0
Goodwill										700,000		700,000		18,000,000		18,000,000
Number of Branch Offices Closed											3
Other expense from branch closures associated with discontinued operations						$ 2,300,000
Number of branches reclassified from discontinued to continuing operations					8

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Tables)

6 Months Ended

Jun. 30, 2013

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

The following table summarizes the composition of the loan portfolio at June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Commercial, financial and agricultural	$	593,403	610,301
Real estate construction and development	167,269		174,979
Real estate mortgage:
One-to-four-family residential	931,986		986,767
Multi-family residential	101,351		103,684
Commercial real estate	963,480		969,680
Consumer and installment	18,159		19,262
Loans held for sale	45,239		66,133
Net deferred loan costs (fees)	62		(59	)
Total loans	$	2,820,949	2,930,747

Past Due Financing Receivables [Table Text Block]

The following table presents the aging of loans by loan classification at June 30, 2013 and December 31, 2012:

	30-59 Days		60-89 Days	Recorded Investment > 90 Days Accruing	Nonaccrual	Total Past Due	Current	Total Loans
	(dollars expressed in thousands)
June 30, 2013:
Commercial, financial and agricultural	$	1,253	1,320	—	14,881	17,454	575,949	593,403
Real estate construction and development	120		75	—	28,305	28,500	138,769	167,269
Real estate mortgage:
Bank portfolio	1,438		491	—	6,051	7,980	93,100	101,080
Mortgage Division portfolio	4,977		2,940	—	19,377	27,294	460,510	487,804
Home equity	1,849		951	350	5,905	9,055	334,047	343,102
Multi-family residential	366		—	—	1,393	1,759	99,592	101,351
Commercial real estate	2,548		1,028	536	13,011	17,123	946,357	963,480
Consumer and installment	93		27	—	35	155	18,066	18,221
Loans held for sale	—		—	—	—	—	45,239	45,239
Total	$	12,644	6,832	886	88,958	109,320	2,711,629	2,820,949
December 31, 2012:
Commercial, financial and agricultural	$	1,180	322	—	19,050	20,552	589,749	610,301
Real estate construction and development	93		—	—	32,152	32,245	142,734	174,979
Real estate mortgage:
Bank portfolio	1,871		1,121	874	6,910	10,776	111,562	122,338
Mortgage Division portfolio	6,264		4,375	—	19,780	30,419	479,552	509,971
Home equity	2,494		1,221	216	8,671	12,602	341,856	354,458
Multi-family residential	—		629	—	6,761	7,390	96,294	103,684
Commercial real estate	66		693	—	16,520	17,279	952,401	969,680
Consumer and installment	174		43	—	28	245	18,958	19,203
Loans held for sale	—		—	—	—	—	66,133	66,133
Total	$	12,142	8,404	1,090	109,872	131,508	2,799,239	2,930,747

Financing Receivable Credit Quality Indicators [Table Text Block]

The following tables present the credit exposure of the loan portfolio by internally assigned credit grade and payment activity as of June 30, 2013 and December 31, 2012:

Commercial Loan Portfolio Credit Exposure by Internally Assigned Credit Grade	Commercial and Industrial		Real Estate Construction and Development	Multi-family	Commercial Real Estate	Total
			(dollars expressed in thousands)
June 30, 2013:
Pass	$	558,894	45,989	70,887	889,690	1,565,460
Special mention	11,645		3,769	363	31,513	47,290
Substandard	7,827		79,175	554	24,686	112,242
Performing troubled debt restructuring	156		10,031	28,154	4,580	42,921
Nonaccrual	14,881		28,305	1,393	13,011	57,590
Total	$	593,403	167,269	101,351	963,480	1,825,503
December 31, 2012:
Pass	$	572,248	45,356	67,690	858,101	1,543,395
Special mention	10,580		6,076	220	70,450	87,326
Substandard	8,423		81,364	773	13,868	104,428
Performing troubled debt restructuring	—		10,031	28,240	10,741	49,012
Nonaccrual	19,050		32,152	6,761	16,520	74,483
Total	$	610,301	174,979	103,684	969,680	1,858,644

One-to-Four-Family Residential Mortgage Bank and Home Equity Loan Portfolio Credit Exposure by Internally Assigned Credit Grade	Bank Portfolio		Home Equity	Total
	(dollars expressed in thousands)
June 30, 2013:
Pass	$	88,022	335,097	423,119
Special mention	6,302		350	6,652
Substandard	—		1,750	1,750
Performing troubled debt restructuring	705		—	705
Nonaccrual	6,051		5,905	11,956
Total	$	101,080	343,102	444,182
December 31, 2012:
Pass	$	107,625	342,321	449,946
Special mention	4,405		216	4,621
Substandard	1,787		3,250	5,037
Performing troubled debt restructuring	1,611		—	1,611
Nonaccrual	6,910		8,671	15,581
Total	$	122,338	354,458	476,796

One-to-Four-Family Residential Mortgage Division and Consumer and Installment Loan Portfolio Credit Exposure by Payment Activity	Mortgage Division Portfolio		Consumer and Installment	Total
	(dollars expressed in thousands)
June 30, 2013:
Pass	$	388,678	18,186	406,864
Substandard	3,724		—	3,724
Performing troubled debt restructuring	76,025		—	76,025
Nonaccrual	19,377		35	19,412
Total	$	487,804	18,221	506,025
December 31, 2012:
Pass	$	405,270	19,175	424,445
Substandard	6,627		—	6,627
Performing troubled debt restructuring	78,294		—	78,294
Nonaccrual	19,780		28	19,808
Total	$	509,971	19,203	529,174

Impaired Financing Receivables [Table Text Block]

The following tables present the recorded investment, unpaid principal balance, related allowance for loan losses, average recorded investment and interest income recognized while on impaired status for impaired loans without a related allowance for loan losses and for impaired loans with a related allowance for loan losses by loan classification at June 30, 2013 and December 31, 2012:

	Recorded Investment		Unpaid Principal Balance	Related Allowance for Loan Losses	Average Recorded Investment	Interest Income Recognized
	(dollars expressed in thousands)
June 30, 2013:
With No Related Allowance Recorded:
Commercial, financial and agricultural	$	5,105	8,560	—	5,614	1
Real estate construction and development	36,504		69,402	—	38,292	277
Real estate mortgage:
Bank portfolio	—		—	—	—	26
Mortgage Division portfolio	10,043		20,702	—	10,247	—
Home equity	625		632	—	753	—
Multi-family residential	28,597		28,863	—	32,141	616
Commercial real estate	12,074		18,107	—	15,909	213
Consumer and installment	—		—	—	—	—
	92,948		146,266	—	102,956	1,133
With A Related Allowance Recorded:
Commercial, financial and agricultural	9,932		25,534	383	10,923	—
Real estate construction and development	1,832		4,376	1,064	1,922	—
Real estate mortgage:
Bank portfolio	6,756		8,488	207	7,786	—
Mortgage Division portfolio	85,359		94,985	12,088	87,094	962
Home equity	5,280		6,142	1,181	6,362	—
Multi-family residential	950		954	753	1,068	—
Commercial real estate	5,517		8,136	730	7,269	13
Consumer and installment	35		35	2	28	—
	115,661		148,650	16,408	122,452	975
Total:
Commercial, financial and agricultural	15,037		34,094	383	16,537	1
Real estate construction and development	38,336		73,778	1,064	40,214	277
Real estate mortgage:
Bank portfolio	6,756		8,488	207	7,786	26
Mortgage Division portfolio	95,402		115,687	12,088	97,341	962
Home equity	5,905		6,774	1,181	7,115	—
Multi-family residential	29,547		29,817	753	33,209	616
Commercial real estate	17,591		26,243	730	23,178	226
Consumer and installment	35		35	2	28	—
	$	208,609	294,916	16,408	225,408	2,108

	Recorded Investment		Unpaid Principal Balance	Related Allowance for Loan Losses	Average Recorded Investment	Interest Income Recognized
	(dollars expressed in thousands)
December 31, 2012:
With No Related Allowance Recorded:
Commercial, financial and agricultural	$	6,451	24,287	—	12,369	215
Real estate construction and development	39,706		74,044	—	59,094	561
Real estate mortgage:
Bank portfolio	1,611		1,690	—	2,166	32
Mortgage Division portfolio	10,255		22,102	—	10,308	—
Home equity	1,382		1,507	—	1,232	—
Multi-family residential	33,709		37,206	—	13,682	280
Commercial real estate	18,808		24,279	—	35,959	1,160
Consumer and installment	—		—	—	—	—
	111,922		185,115	—	134,810	2,248
With A Related Allowance Recorded:
Commercial, financial and agricultural	12,599		19,255	676	24,157	—
Real estate construction and development	2,477		10,221	1,452	3,687	114
Real estate mortgage:
Bank portfolio	6,910		8,655	284	9,288	—
Mortgage Division portfolio	87,819		96,931	11,574	88,277	2,050
Home equity	7,289		8,188	1,784	6,500	—
Multi-family residential	1,292		1,403	1,138	524	—
Commercial real estate	8,453		12,909	1,043	16,161	11
Consumer and installment	28		28	1	51	—
	126,867		157,590	17,952	148,645	2,175
Total:
Commercial, financial and agricultural	19,050		43,542	676	36,526	215
Real estate construction and development	42,183		84,265	1,452	62,781	675
Real estate mortgage:
Bank portfolio	8,521		10,345	284	11,454	32
Mortgage Division portfolio	98,074		119,033	11,574	98,585	2,050
Home equity	8,671		9,695	1,784	7,732	—
Multi-family residential	35,001		38,609	1,138	14,206	280
Commercial real estate	27,261		37,188	1,043	52,120	1,171
Consumer and installment	28		28	1	51	—
	$	238,789	342,705	17,952	283,455	4,423

Troubled Debt Restructurings On Performing Financing Receivables [Table Text Block]

The following table presents the categories of performing TDRs as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Performing Troubled Debt Restructurings:
Commercial, financial and agricultural	$	156	—
Real estate construction and development	10,031		10,031
Real estate mortgage:
One-to-four-family residential	76,730		79,905
Multi-family residential	28,154		28,240
Commercial real estate	4,580		10,741
Total performing troubled debt restructurings	$	119,651	128,917

Troubled Debt Restructurings On Non Performing Financing Receivables [Table Text Block]

The following table presents the categories of loans considered nonperforming TDRs as of June 30, 2013 and December 31, 2012:

	June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Nonperforming Troubled Debt Restructurings:
Commercial, financial and agricultural	$	984	1,004
Real estate construction and development	24,733		26,557
Real estate mortgage:
One-to-four-family residential	6,836		7,105
Multi-family residential	—		2,482
Commercial real estate	2,149		2,862
Total nonperforming troubled debt restructurings	$	34,702	40,010

Troubled Debt Restructurings on Financing Receivables [Table Text Block]

The following tables present loans classified as TDRs that were modified during the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30, 2013					Three Months Ended June 30, 2012
	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(dollars expressed in thousands)
Loan Modifications Classified as Troubled Debt Restructurings:
Commercial, financial and agricultural	—	$	—	$	—	—	$	—	$	—
Real estate construction and development	—	—		—		—	—		—
Real estate mortgage:
One-to-four-family residential	10	2,647		2,644		15	2,823		2,817
Commercial real estate	1	156		156		—	—		—

	Six Months Ended June 30, 2013					Six Months Ended June 30, 2012
	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(dollars expressed in thousands)
Loan Modifications Classified as Troubled Debt Restructurings:
Commercial, financial and agricultural	1	$	90	$	45	—	$	—	$	—
Real estate construction and development	—	—		—		2	803		390
Real estate mortgage:
One-to-four-family residential	20	4,870		4,542		29	5,427		5,378
Commercial real estate	1	156		156		1	5,018		5,018

Troubled Debt Restructurings That Subsequently Defaulted On Financing Receivables [Table Text Block]

The following tables present TDRs that defaulted within 12 months of modification during the three and six months ended June 30, 2013 and 2012:

	Three Months Ended			Three Months Ended
	June 30, 2013			June 30, 2012
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars expressed in thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
Real estate construction and development	—	$	—	3	$	1,364
Real estate mortgage:
One-to-four-family residential	13	2,525		16	3,587

	Six Months Ended			Six Months Ended
	June 30, 2013			June 30, 2012
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(dollars expressed in thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
Real estate construction and development	—	$	—	3	$	1,364
Real estate mortgage:
One-to-four-family residential	29	4,921		28	5,894

Allowance for Credit Losses on Financing Receivables [Table Text Block]

Changes in the allowance for loan losses for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	88,170		130,348		91,602		137,710
Loans charged-off	(6,871		)	(17,947	)	(13,754	)	(34,400	)
Recoveries of loans previously charged-off	4,334			7,826		7,785		14,917
Net loans charged-off	(2,537		)	(10,121	)	(5,969	)	(19,483	)
Provision for loan losses	—			—		—		2,000
Balance, end of period	$	85,633		120,227		85,633		120,227

The following table represents a summary of changes in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2013:

	Commercial and Industrial			Real Estate Construction and Development		One-to- Four-Family Residential		Multi- Family Residential		Commercial Real Estate		Consumer and Installment		Total
	(dollars expressed in thousands)
Three Months Ended June 30, 2013:
Allowance for loan losses:
Beginning balance	$	14,168		13,003		36,660		4,202		19,720		417		88,170
Charge-offs	(1,010		)	(166	)	(4,338	)	(159	)	(1,156	)	(42	)	(6,871	)
Recoveries	1,023			1,321		1,288		141		522		39		4,334
Provision (benefit) for loan losses	(215		)	(2,746	)	1,656		(62	)	1,487		(120	)	—
Ending balance	$	13,966		11,412		35,266		4,122		20,573		294		85,633
Six Months Ended June 30, 2013:
Allowance for loan losses:
Beginning balance	$	13,572		14,434		38,897		4,252		20,048		399		91,602
Charge-offs	(1,686		)	(448	)	(8,727	)	(162	)	(2,633	)	(98	)	(13,754	)
Recoveries	2,090			1,716		2,519		141		1,240		79		7,785
Provision (benefit) for loan losses	(10		)	(4,290	)	2,577		(109	)	1,918		(86	)	—
Ending balance	$	13,966		11,412		35,266		4,122		20,573		294		85,633

The following table represents a summary of changes in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2012:

	Commercial and Industrial			Real Estate Construction and Development		One-to- Four-Family Residential		Multi- Family Residential		Commercial Real Estate		Consumer and Installment		Total
	(dollars expressed in thousands)
Three Months Ended June 30, 2012:
Allowance for loan losses:
Beginning balance	$	24,782		24,518		46,670		4,679		29,273		426		130,348
Charge-offs	(5,152		)	(3,339	)	(4,988	)	(237	)	(4,037	)	(194	)	(17,947	)
Recoveries	2,686			2,986		1,223		32		858		41		7,826
Provision (benefit) for loan losses	(301		)	(2,336	)	797		342		1,377		121		—
Ending balance	$	22,015		21,829		43,702		4,816		27,471		394		120,227
Six Months Ended June 30, 2012:
Allowance for loan losses:
Beginning balance	$	27,243		24,868		50,864		4,851		29,448		436		137,710
Charge-offs	(10,233		)	(6,423	)	(8,916	)	(1,169	)	(7,390	)	(269	)	(34,400	)
Recoveries	5,744			3,719		2,475		43		2,846		90		14,917
Provision (benefit) for loan losses	(739		)	(335	)	(721	)	1,091		2,567		137		2,000
Ending balance	$	22,015		21,829		43,702		4,816		27,471		394		120,227

Impairment Method by Loan Category [Table Text Block]

The following table represents a summary of the impairment method used by loan category at June 30, 2013 and December 31, 2012:

	Commercial and Industrial		Real Estate Construction and Development	One-to- Four-Family Residential	Multi- Family Residential	Commercial Real Estate	Consumer and Installment	Total
	(dollars expressed in thousands)
June 30, 2013:
Allowance for loan losses:
Impaired loans individually evaluated for impairment	$	—	87	3,666	—	282	—	4,035
Impaired loans collectively evaluated for impairment	383		977	9,810	753	448	2	12,373
All other loans collectively evaluated for impairment	13,583		10,348	21,790	3,369	19,843	292	69,225
Total	$	13,966	11,412	35,266	4,122	20,573	294	85,633
Financing receivables:
Impaired loans individually evaluated for impairment	$	5,479	36,828	13,839	28,840	12,351	—	97,337
Impaired loans collectively evaluated for impairment	9,558		1,508	94,224	707	5,240	35	111,272
All other loans collectively evaluated for impairment	578,366		128,933	823,923	71,804	945,889	18,186	2,567,101
Total	$	593,403	167,269	931,986	101,351	963,480	18,221	2,775,710
December 31, 2012:
Allowance for loan losses:
Impaired loans individually evaluated for impairment	$	75	121	3,187	33	182	—	3,598
Impaired loans collectively evaluated for impairment	601		1,331	10,455	1,105	861	1	14,354
All other loans collectively evaluated for impairment	12,896		12,982	25,255	3,114	19,005	398	73,650
Total	$	13,572	14,434	38,897	4,252	20,048	399	91,602
Financing receivables:
Impaired loans individually evaluated for impairment	$	7,884	39,155	16,843	34,636	20,965	—	119,483
Impaired loans collectively evaluated for impairment	11,166		3,028	98,423	365	6,296	28	119,306
All other loans collectively evaluated for impairment	591,251		132,796	871,501	68,683	942,419	19,175	2,625,825
Total	$	610,301	174,979	986,767	103,684	969,680	19,203	2,864,614

XML

STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2013

Stockholders' Equity Note [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Accumulated Other Comprehensive Income. The following table summarizes changes in accumulated other comprehensive income, net of tax, by component, for the three and six months ended June 30, 2013:

	Investment Securities			Defined Benefit Pension Plan		Deferred Tax Asset Valuation Allowance		Total
				(dollars expressed in thousands)
Three Months Ended June 30, 2013:
Balance, beginning of period	$	32,510		(3,514	)	11,495		40,491
Other comprehensive income (loss) before reclassifications	(16,982		)	30		(13,745	)	(30,697	)
Amounts reclassified from accumulated other comprehensive income (loss)	(191		)	—		—		(191	)
Net current period other comprehensive income (loss)	(17,173		)	30		(13,745	)	(30,888	)
Balance, end of period	$	15,337		(3,484	)	(2,250	)	9,603
Six Months Ended June 30, 2013:
Balance, beginning of period	$	35,186		(3,544	)	13,617		45,259
Other comprehensive income (loss) before reclassifications	(19,663		)	60		(15,867	)	(35,470	)
Amounts reclassified from accumulated other comprehensive income (loss)	(186		)	—		—		(186	)
Net current period other comprehensive income (loss)	(19,849		)	60		(15,867	)	(35,656	)
Balance, end of period	$	15,337		(3,484	)	(2,250	)	9,603

The following table summarizes changes in accumulated other comprehensive income, net of tax, by component, for the three and six months ended June 30, 2012:

	Investment Securities			Defined Benefit Pension Plan		Deferred Tax Asset Valuation Allowance		Total
				(dollars expressed in thousands)
Three Months Ended June 30, 2012:
Balance, beginning of period	$	25,816		(2,612	)	2,712		25,916
Other comprehensive income (loss) before reclassifications	5,152			21		2,792		7,965
Amounts reclassified from accumulated other comprehensive income (loss)	3			—		—		3
Net current period other comprehensive income (loss)	5,155			21		2,792		7,968
Balance, end of period	$	30,971		(2,591	)	5,504		33,884
Six Months Ended June 30, 2012:
Balance, beginning of period	$	19,437		(2,633	)	(738	)	16,066
Other comprehensive income (loss) before reclassifications	11,870			42		6,242		18,154
Amounts reclassified from accumulated other comprehensive income (loss)	(336		)	—		—		(336	)
Net current period other comprehensive income (loss)	11,534			42		6,242		17,818
Balance, end of period	$	30,971		(2,591	)	5,504		33,884

XML

REGULATORY CAPITAL AND OTHER REGULATORY MATTERS (Details Textual)	Jun. 30, 2013	Dec. 31, 2012
Tier One Capital to Total Assets	9.98%	9.20%
Minimum [Member]
Tier One Capital to Total Assets	7.00%	7.00%

XML

BUSINESS SEGMENT RESULTS (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The business segment results are consistent with the Company’s internal reporting system and, in all material respects, with GAAP and practices predominant in the banking industry. The business segment results are summarized as follows:

	First Bank			Corporate, Other and Intercompany Reclassifications				ConsolidatedTotals
	June 30, 2013		December 31, 2012	June 30, 2013		December 31, 2012		June 30, 2013	December 31, 2012
	(dollars expressed in thousands)
Balance sheet information:
Investment securities	$	2,504,715	2,675,280	—		—		2,504,715	2,675,280
Total loans	2,820,949		2,930,747	—		—		2,820,949	2,930,747
FRB and FHLB stock	27,674		27,329	—		—		27,674	27,329
Goodwill	107,267		125,267	—		—		107,267	125,267
Assets of discontinued operations	39,006		6,706	—		—		39,006	6,706
Total assets	6,202,250		6,495,226	14,668		13,900		6,216,918	6,509,126
Deposits	4,824,797		5,495,624	(2,511	)	(2,777	)	4,822,286	5,492,847
Other borrowings	35,228		26,025	—		—		35,228	26,025
Subordinated debentures	—		—	354,172		354,133		354,172	354,133
Liabilities of discontinued operations	550,683		155,711	—		—		550,683	155,711
Stockholders’ equity	739,406		751,252	(468,607	)	(451,293	)	270,799	299,959

	First Bank					Corporate, Other and Intercompany Reclassifications				Consolidated Totals
	Three Months Ended					Three Months Ended				Three Months Ended
	June 30,					June 30,				June 30,
	2013			2012		2013		2012		2013		2012
	(dollars expressed in thousands)
Income statement information:
Interest income	$	43,732		51,142		—		—		43,732		51,142
Interest expense	2,244			3,934		3,731		3,681		5,975		7,615
Net interest income (loss)	41,488			47,208		(3,731	)	(3,681	)	37,757		43,527
Provision for loan losses	—			—		—		—		—		—
Net interest income (loss) after provision for loan losses	41,488			47,208		(3,731	)	(3,681	)	37,757		43,527
Noninterest income	18,831			15,746		112		109		18,943		15,855
Noninterest expense	44,025			49,497		118		368		44,143		49,865
Income (loss) from continuing operations before (benefit) provision for income taxes	16,294			13,457		(3,737	)	(3,940	)	12,557		9,517
(Benefit) provision for income taxes	(128		)	(351	)	(217	)	472		(345	)	121
Net income (loss) from continuing operations, net of tax	16,422			13,808		(3,520	)	(4,412	)	12,902		9,396
Loss from discontinued operations, net of tax	(3,334		)	(2,273	)	—		—		(3,334	)	(2,273	)
Net income (loss)	13,088			11,535		(3,520	)	(4,412	)	9,568		7,123
Net income (loss) attributable to noncontrolling interest in subsidiary	105			(385	)	—		—		105		(385	)
Net income (loss) attributable to First Banks, Inc.	$	12,983		11,920		(3,520	)	(4,412	)	9,463		7,508

	First Bank					Corporate, Other and Intercompany Reclassifications				Consolidated Totals
	Six Months Ended					Six Months Ended				Six Months Ended
	June 30,					June 30,				June 30,
	2013			2012		2013		2012		2013		2012
	(dollars expressed in thousands)
Income statement information:
Interest income	$	87,718		102,986		—		21		87,718		103,007
Interest expense	4,717			8,405		7,407		7,364		12,124		15,769
Net interest income (loss)	83,001			94,581		(7,407	)	(7,343	)	75,594		87,238
Provision for loan losses	—			2,000		—		—		—		2,000
Net interest income (loss) after provision for loan losses	83,001			92,581		(7,407	)	(7,343	)	75,594		85,238
Noninterest income	34,115			32,698		223		181		34,338		32,879
Noninterest expense	87,888			98,650		302		709		88,190		99,359
Income (loss) from continuing operations before provision (benefit) for income taxes	29,228			26,629		(7,486	)	(7,871	)	21,742		18,758
Provision (benefit) for income taxes	20			(219	)	—		435		20		216
Net income (loss) from continuing operations, net of tax	29,208			26,848		(7,486	)	(8,306	)	21,722		18,542
Loss from discontinued operations, net of tax	(5,398		)	(4,581	)	—		—		(5,398	)	(4,581	)
Net income (loss)	23,810			22,267		(7,486	)	(8,306	)	16,324		13,961
Net income (loss) attributable to noncontrolling interest in subsidiary	151			(445	)	—		—		151		(445	)
Net income (loss) attributable to First Banks, Inc.	$	23,659		22,712		(7,486	)	(8,306	)	16,173		14,406

XML

REGULATORY CAPITAL AND OTHER REGULATORY MATTERS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
First Banks Inc [Member]
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Total Capital	$ 112,256	$ 93,542
Total Capital to Risk-Weighted Assets	3.10%	2.57%
Total Capital Required for Capital Adequacy	8.00%
Tier One Capital	56,128	46,771
Tier One Capital to Risk-Weighted Assets	1.55%	1.28%
Tier One Capital Required for Capital Adequacy	4.00%
Tier One Leverage Capital	56,128	46,771
Tier One Leverage Capital to Average Assets	0.92%	0.73%
Tier One Leverage Capital Required for Capital Adequacy	4.00%
First Bank [Member]
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Total Capital	650,322	626,177
Total Capital to Risk-Weighted Assets	17.95%	17.18%
Total Capital Required for Capital Adequacy	8.00%
Total Capital Required to be Well Capitalized	10.00%
Tier One Capital	604,509	580,026
Tier One Capital to Risk-Weighted Assets	16.69%	15.92%
Tier One Capital Required for Capital Adequacy	4.00%
Tier One Capital Required to be Well Capitalized	6.00%
Tier One Leverage Capital	$ 604,509	$ 580,026
Tier One Leverage Capital to Average Assets	9.92%	9.13%
Tier One Leverage Capital Required for Capital Adequacy	4.00%
Tier One Leverage Capital Required to be Well Capitalized	5.00%

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 8) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning balance	$ 88,170	$ 130,348	$ 91,602	$ 137,710
Loans charged-off	(6,871)	(17,947)	(13,754)	(34,400)
Recoveries of loans previously charged-off	4,334	7,826	7,785	14,917
Net loans charged-off	(2,537)	(10,121)	(5,969)	(19,483)
Provision for loan losses	0	0	0	2,000
Balance, end of period	$ 85,633	$ 120,227	$ 85,633	$ 120,227

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 3) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	$ 92,948	$ 111,922
With No Related Allowance Recorded: Unpaid Principal Balance	146,266	185,115
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	102,956	134,810
With No Related Allowance Recorded: Interest Income Recognized	1,133	2,248
With A Related Allowance Recorded: Recorded Investment	115,661	126,867
With A Related Allowance Recorded: Unpaid Principal Balance	148,650	157,590
With A Related Allowance Recorded: Related Allowance for Loan Losses	16,408	17,952
With A Related Allowance Recorded: Average Recorded Investment	122,452	148,645
With A Related Allowance Recorded: Interest Income Recognized	975	2,175
Recorded Investment, Total	208,609	238,789
Unpaid Principal Balance, Total	294,916	342,705
Related Allowance for Loan Losses, Total	16,408	17,952
Average Recorded Investment, Total	225,408	283,455
Interest Income Recognized, Total	2,108	4,423
Commercial, financial and agricultural [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	5,105	6,451
With No Related Allowance Recorded: Unpaid Principal Balance	8,560	24,287
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	5,614	12,369
With No Related Allowance Recorded: Interest Income Recognized	1	215
With A Related Allowance Recorded: Recorded Investment	9,932	12,599
With A Related Allowance Recorded: Unpaid Principal Balance	25,534	19,255
With A Related Allowance Recorded: Related Allowance for Loan Losses	383	676
With A Related Allowance Recorded: Average Recorded Investment	10,923	24,157
With A Related Allowance Recorded: Interest Income Recognized	0	0
Recorded Investment, Total	15,037	19,050
Unpaid Principal Balance, Total	34,094	43,542
Related Allowance for Loan Losses, Total	383	676
Average Recorded Investment, Total	16,537	36,526
Interest Income Recognized, Total	1	215
Real estate construction and development [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	36,504	39,706
With No Related Allowance Recorded: Unpaid Principal Balance	69,402	74,044
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	38,292	59,094
With No Related Allowance Recorded: Interest Income Recognized	277	561
With A Related Allowance Recorded: Recorded Investment	1,832	2,477
With A Related Allowance Recorded: Unpaid Principal Balance	4,376	10,221
With A Related Allowance Recorded: Related Allowance for Loan Losses	1,064	1,452
With A Related Allowance Recorded: Average Recorded Investment	1,922	3,687
With A Related Allowance Recorded: Interest Income Recognized	0	114
Recorded Investment, Total	38,336	42,183
Unpaid Principal Balance, Total	73,778	84,265
Related Allowance for Loan Losses, Total	1,064	1,452
Average Recorded Investment, Total	40,214	62,781
Interest Income Recognized, Total	277	675
Bank Portfolio [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	0	1,611
With No Related Allowance Recorded: Unpaid Principal Balance	0	1,690
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	0	2,166
With No Related Allowance Recorded: Interest Income Recognized	26	32
With A Related Allowance Recorded: Recorded Investment	6,756	6,910
With A Related Allowance Recorded: Unpaid Principal Balance	8,488	8,655
With A Related Allowance Recorded: Related Allowance for Loan Losses	207	284
With A Related Allowance Recorded: Average Recorded Investment	7,786	9,288
With A Related Allowance Recorded: Interest Income Recognized	0	0
Recorded Investment, Total	6,756	8,521
Unpaid Principal Balance, Total	8,488	10,345
Related Allowance for Loan Losses, Total	207	284
Average Recorded Investment, Total	7,786	11,454
Interest Income Recognized, Total	26	32
Mortgage Division Portfolio [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	10,043	10,255
With No Related Allowance Recorded: Unpaid Principal Balance	20,702	22,102
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	10,247	10,308
With No Related Allowance Recorded: Interest Income Recognized	0	0
With A Related Allowance Recorded: Recorded Investment	85,359	87,819
With A Related Allowance Recorded: Unpaid Principal Balance	94,985	96,931
With A Related Allowance Recorded: Related Allowance for Loan Losses	12,088	11,574
With A Related Allowance Recorded: Average Recorded Investment	87,094	88,277
With A Related Allowance Recorded: Interest Income Recognized	962	2,050
Recorded Investment, Total	95,402	98,074
Unpaid Principal Balance, Total	115,687	119,033
Related Allowance for Loan Losses, Total	12,088	11,574
Average Recorded Investment, Total	97,341	98,585
Interest Income Recognized, Total	962	2,050
Home Equity [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	625	1,382
With No Related Allowance Recorded: Unpaid Principal Balance	632	1,507
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	753	1,232
With No Related Allowance Recorded: Interest Income Recognized	0	0
With A Related Allowance Recorded: Recorded Investment	5,280	7,289
With A Related Allowance Recorded: Unpaid Principal Balance	6,142	8,188
With A Related Allowance Recorded: Related Allowance for Loan Losses	1,181	1,784
With A Related Allowance Recorded: Average Recorded Investment	6,362	6,500
With A Related Allowance Recorded: Interest Income Recognized	0	0
Recorded Investment, Total	5,905	8,671
Unpaid Principal Balance, Total	6,774	9,695
Related Allowance for Loan Losses, Total	1,181	1,784
Average Recorded Investment, Total	7,115	7,732
Interest Income Recognized, Total	0	0
Multi-family residential [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	28,597	33,709
With No Related Allowance Recorded: Unpaid Principal Balance	28,863	37,206
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	32,141	13,682
With No Related Allowance Recorded: Interest Income Recognized	616	280
With A Related Allowance Recorded: Recorded Investment	950	1,292
With A Related Allowance Recorded: Unpaid Principal Balance	954	1,403
With A Related Allowance Recorded: Related Allowance for Loan Losses	753	1,138
With A Related Allowance Recorded: Average Recorded Investment	1,068	524
With A Related Allowance Recorded: Interest Income Recognized	0	0
Recorded Investment, Total	29,547	35,001
Unpaid Principal Balance, Total	29,817	38,609
Related Allowance for Loan Losses, Total	753	1,138
Average Recorded Investment, Total	33,209	14,206
Interest Income Recognized, Total	616	280
Commercial real estate [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	12,074	18,808
With No Related Allowance Recorded: Unpaid Principal Balance	18,107	24,279
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	15,909	35,959
With No Related Allowance Recorded: Interest Income Recognized	213	1,160
With A Related Allowance Recorded: Recorded Investment	5,517	8,453
With A Related Allowance Recorded: Unpaid Principal Balance	8,136	12,909
With A Related Allowance Recorded: Related Allowance for Loan Losses	730	1,043
With A Related Allowance Recorded: Average Recorded Investment	7,269	16,161
With A Related Allowance Recorded: Interest Income Recognized	13	11
Recorded Investment, Total	17,591	27,261
Unpaid Principal Balance, Total	26,243	37,188
Related Allowance for Loan Losses, Total	730	1,043
Average Recorded Investment, Total	23,178	52,120
Interest Income Recognized, Total	226	1,171
Consumer and Installment [Member]
Loan and Lease Receivables, Impaired [Abstract]
With No Related Allowance Recorded: Recorded Investment	0	0
With No Related Allowance Recorded: Unpaid Principal Balance	0	0
With No Related Allowance Recorded: Related Allowance for Loan Losses	0	0
With No Related Allowance Recorded: Average Recorded Investment	0	0
With No Related Allowance Recorded: Interest Income Recognized	0	0
With A Related Allowance Recorded: Recorded Investment	35	28
With A Related Allowance Recorded: Unpaid Principal Balance	35	28
With A Related Allowance Recorded: Related Allowance for Loan Losses	2	1
With A Related Allowance Recorded: Average Recorded Investment	28	51
With A Related Allowance Recorded: Interest Income Recognized	0	0
Recorded Investment, Total	35	28
Unpaid Principal Balance, Total	35	28
Related Allowance for Loan Losses, Total	2	1
Average Recorded Investment, Total	28	51
Interest Income Recognized, Total	$ 0	$ 0

XML

INVESTMENTS IN DEBT AND EQUITY SECURITIES (Details 3) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	$ 598,177	$ 145,467
Available-for-sale Securities, Continuous Unrealized Loss Position Less Than 12 Months Aggregate Losses	(13,652)	(587)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	27,761	17,945
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer Aggregate Losses	(605)	(677)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	625,938	163,412
Available-for-sale Securities, Continuous Unrealized Loss Position Aggregate Losses	(14,257)	(1,264)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	729,897	67,144
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(13,232)	(991)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, Fair Value	729,897	67,144
Held-to-maturity Securities, Continuous Unrealized Loss Position, Aggregate Losses	(13,232)	(991)
U.S. Government sponsored agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	122,969	20,018
Available-for-sale Securities, Continuous Unrealized Loss Position Less Than 12 Months Aggregate Losses	(2,643)	(146)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	19,624	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer Aggregate Losses	(529)	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	142,593	20,018
Available-for-sale Securities, Continuous Unrealized Loss Position Aggregate Losses	(3,172)	(146)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	22,658
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(59)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, Fair Value	22,658
Held-to-maturity Securities, Continuous Unrealized Loss Position, Aggregate Losses	(59)
Residential mortgage-backed [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	419,287	125,449
Available-for-sale Securities, Continuous Unrealized Loss Position Less Than 12 Months Aggregate Losses	(9,660)	(441)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	3,144	270
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer Aggregate Losses	(69)	(56)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	422,431	125,719
Available-for-sale Securities, Continuous Unrealized Loss Position Aggregate Losses	(9,729)	(497)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	706,199	66,011
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(13,147)	(614)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, Fair Value	706,199	66,011
Held-to-maturity Securities, Continuous Unrealized Loss Position, Aggregate Losses	(13,147)	(614)
Corporate notes [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	26,509	0
Available-for-sale Securities, Continuous Unrealized Loss Position Less Than 12 Months Aggregate Losses	(798)	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	4,993	17,675
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer Aggregate Losses	(7)	(621)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	31,502	17,675
Available-for-sale Securities, Continuous Unrealized Loss Position Aggregate Losses	(805)	(621)
Equity investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	1,473
Available-for-sale Securities, Continuous Unrealized Loss Position Less Than 12 Months Aggregate Losses	(27)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer Aggregate Losses	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	1,473
Available-for-sale Securities, Continuous Unrealized Loss Position Aggregate Losses	(27)
States and political subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	27,939
Available-for-sale Securities, Continuous Unrealized Loss Position Less Than 12 Months Aggregate Losses	(524)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer Aggregate Losses	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	27,939
Available-for-sale Securities, Continuous Unrealized Loss Position Aggregate Losses	(524)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	1,040	1,133
Held-to-maturity Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(26)	(377)
Held-to-maturity Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	0
Held-to-maturity Securities, Continuous Unrealized Loss Position, Fair Value	1,040	1,133
Held-to-maturity Securities, Continuous Unrealized Loss Position, Aggregate Losses	$ (26)	$ (377)

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) [Parenthetical] (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Held-to-maturity securities, fair value (in dollars)	$ 787,791	$ 637,024
Common stock, par value (in dollars per share)	$ 250	$ 250
Common stock, shares authorized	25,000	25,000
Common stock, shares issued	23,661	23,661
Common stock, shares outstanding	23,661	23,661
Class A Convertible Adjustable Rate Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 20	$ 20
Preferred stock, shares authorized	750,000	750,000
Preferred stock, shares issued	641,082	641,082
Preferred stock, shares outstanding	641,082	641,082
Class B Adjustable Rate Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 1.50	$ 1.50
Preferred stock, shares authorized	200,000	200,000
Preferred stock, shares issued	160,505	160,505
Preferred stock, shares outstanding	160,505	160,505
Class C Fixed Rate Cumulative Perpetual Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Preferred stock, shares authorized	295,400	295,400
Preferred stock, shares issued	295,400	295,400
Preferred stock, shares outstanding	295,400	295,400
Class D Fixed Rate Cumulative Perpetual Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Preferred stock, shares authorized	14,770	14,770
Preferred stock, shares issued	14,770	14,770
Preferred stock, shares outstanding	14,770	14,770

XML

DERIVATIVE INSTRUMENTS

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

DERIVATIVEINSTRUMENTS

The Company utilizes derivative instruments to assist in the management of interest rate sensitivity by modifying the repricing, maturity and option characteristics of certain assets and liabilities. The following table summarizes derivative instruments held by the Company, their notional amount, estimated fair values and their location in the consolidated balance sheets at June 30, 2013 and December 31, 2012:

				Derivatives in Other Assets			Derivatives in Other Liabilities
	Notional Amount			Fair Value Gain (Loss)			Fair Value Loss
	June 30, 2013		December 31, 2012	June 30, 2013	December 31, 2012		June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Derivative Instruments Not Designated as Hedging Instruments:
Customer interest rate swap agreements	$	9,871	12,149	31	87		(31	)	(87	)
Interest rate lock commitments	38,384		59,932	68	1,837		—		—
Forward commitments to sell mortgage-backed securities	67,600		107,700	2,478	(305	)	—		—
Total	$	115,855	179,781	2,577	1,619		(31	)	(87	)

Customer Interest Rate Swap Agreements. First Bank offers interest rate swap agreements to certain customers to assist in hedging their risks of adverse changes in interest rates. First Bank serves as an intermediary between its customers and the financial markets. Each interest rate swap agreement between First Bank and its customers is offset by an interest rate swap agreement between First Bank and various counterparties. These interest rate swap agreements do not qualify for hedge accounting treatment. Changes in the fair value are recognized in noninterest income on a monthly basis. Each customer contract is paired with an offsetting contract, and as such, there is no significant impact to net income. The notional amount of these interest rate swap agreement contracts at June 30, 2013 and December 31, 2012 was $9.9 million and $12.1 million, respectively.

Interest Rate Lock Commitments / Forward Commitments to Sell Mortgage-Backed Securities. Derivative instruments issued by the Company 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, which expire in September 2013. The fair value of the interest rate lock commitments, which is included in other assets in the consolidated balance sheets, was an unrealized gain of $68,000 and $1.8 million at June 30, 2013 and December 31, 2012, respectively. The fair value of the forward contracts to sell mortgage-backed securities, which is included in other assets in the consolidated balance sheets, was an unrealized gain of $2.5 million and an unrealized loss of $305,000 at June 30, 2013 and December 31, 2012, respectively. Changes in the fair value of interest rate lock commitments and forward commitments to sell mortgage-backed securities are recognized in noninterest income on a monthly basis.

The following table summarizes amounts included in the consolidated statements of operations for the three and six months ended June 30, 2013 and 2012 related to non-hedging derivative instruments:

Derivative Instruments Not Designated as Hedging Instruments:	Location of Gain (Loss) Recognized in Operations on Derivatives	Amount of Gain (Loss) Recognized in Operations on Derivatives
		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2013			2012		2013		2012
		(dollars expressed in thousands)
Interest rate swap agreements	Other noninterest income	$	—		(2	)	—		(41	)
Customer interest rate swap agreements	Other noninterest income	—			—		—		3
Interest rate lock commitments	Gain on loans sold and held for sale	(1,047		)	1,582		(1,769	)	1,709
Forward commitments to sell mortgage-backed securities	Gain on loans sold and held for sale	2,543			(1,200	)	2,783		(428	)

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net income	$ 9,568	$ 7,123	$ 16,324	$ 13,961
Other comprehensive (loss) income:
Unrealized (losses) gains on available-for-sale investment securities, net of tax	(16,551)	5,152	(18,803)	11,870
Reclassification adjustment for available-for-sale investment securities (gains) losses included in net income, net of tax	(191)	3	(186)	(336)
Amortization of net unrealized gain associated with reclassification of available-for-sale investment securities to held-to-maturity investment securities, net of tax	(431)	0	(860)	0
Amortization of net loss related to pension liability, net of tax	30	21	60	42
Reclassification adjustment for deferred tax asset valuation allowance on investment securities	(13,769)	2,776	(15,915)	6,211
Reclassification adjustment for deferred tax asset valuation allowance on pension liability	24	16	48	31
Net current period other comprehensive income (loss)	(30,888)	7,968	(35,656)	17,818
Comprehensive (loss) income	(21,320)	15,091	(19,332)	31,779
Comprehensive income (loss) attributable to noncontrolling interest in subsidiary	105	(385)	151	(445)
Comprehensive (loss) income attributable to First Banks, Inc.	$ (21,425)	$ 15,476	$ (19,483)	$ 32,224

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details Textual) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Financing Receivable, Allowance for Credit Losses [Line Items]
Impaired Financing Receivable Individually Evaluated For Impairment	$ 97,337,000	$ 119,483,000
Allowance allocated to Troubled Debt Restructurings	16,408,000	17,952,000
Minimum [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Impaired Financing Receivable Individually Evaluated For Impairment	500,000
Troubled Debt Restructurings [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance allocated to Troubled Debt Restructurings	9,500,000	9,500,000
Impaired Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Allowance for Credit Losses, Accumulated Write-downs	86,300,000	103,900,000
Hamp Program [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Troubled Debt Restructurings under HAMP Program	$ 74,300,000	$ 75,700,000

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
ASSETS
Cash and due from banks	$ 92,406	$ 114,841
Short-term investments	423,139	404,005
Total cash and cash equivalents	515,545	518,846
Investment securities:
Available for sale	1,704,262	2,043,727
Held to maturity (fair value of $787,791 and $637,024, respectively)	800,453	631,553
Total investment securities	2,504,715	2,675,280
Loans:
Commercial, financial and agricultural	593,403	610,301
Real estate construction and development	167,269	174,979
Real estate mortgage	1,996,817	2,060,131
Consumer and installment	18,159	19,262
Loans held for sale	45,239	66,133
Net deferred loan costs (fees)	62	(59)
Total loans	2,820,949	2,930,747
Allowance for loan losses	(85,633)	(91,602)
Net loans	2,735,316	2,839,145
Federal Reserve Bank and Federal Home Loan Bank stock	27,674	27,329
Bank premises and equipment, net	126,310	127,520
Goodwill	107,267	125,267
Deferred income taxes	16,321	29,042
Other real estate and repossessed assets	78,152	91,995
Other assets	66,612	67,996
Assets of discontinued operations	39,006	6,706
Total assets	6,216,918	6,509,126
LIABILITIES
Noninterest-bearing demand	1,198,846	1,327,183
Interest-bearing demand	636,582	1,000,666
Savings and money market	1,892,903	1,880,271
Time deposits of $100 or more	380,192	460,791
Other time deposits	713,763	823,936
Total deposits	4,822,286	5,492,847
Other borrowings	35,228	26,025
Subordinated debentures	354,172	354,133
Deferred income taxes	23,754	36,182
Accrued expenses and other liabilities	159,996	144,269
Liabilities of discontinued operations	550,683	155,711
Total liabilities	5,946,119	6,209,167
STOCKHOLDERS' EQUITY
Common stock, $250.00 par value, 25,000 shares authorized, 23,661 shares issued and outstanding	5,915	5,915
Additional paid-in capital	12,480	12,480
Retained deficit	(174,974)	(179,513)
Accumulated other comprehensive income	9,603	45,259
Total First Banks, Inc. stockholders' equity	176,993	206,304
Noncontrolling interest in subsidiary	93,806	93,655
Total stockholders' equity	270,799	299,959
Total liabilities and stockholders' equity	6,216,918	6,509,126
Class A Convertible Adjustable Rate Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock	12,822	12,822
Class B Adjustable Rate Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock	241	241
Class C Fixed Rate Cumulative Perpetual Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock	293,563	291,757
Class D Fixed Rate Cumulative Perpetual Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock	$ 17,343	$ 17,343

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 4) (Performing Troubled Debt Restructurings [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Financing Receivable, Modifications [Line Items]
Total performing troubled debt restructuring	$ 119,651	$ 128,917
Commercial, financial and agricultural [Member]
Financing Receivable, Modifications [Line Items]
Total performing troubled debt restructuring	156	0
Real estate construction and development [Member]
Financing Receivable, Modifications [Line Items]
Total performing troubled debt restructuring	10,031	10,031
One-to-four-family residential [Member]
Financing Receivable, Modifications [Line Items]
Total performing troubled debt restructuring	76,730	79,905
Multi-family residential [Member]
Financing Receivable, Modifications [Line Items]
Total performing troubled debt restructuring	28,154	28,240
Commercial real estate [Member]
Financing Receivable, Modifications [Line Items]
Total performing troubled debt restructuring	$ 4,580	$ 10,741

XML

EARNINGS (LOSS) PER COMMON SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Class of Stock [Line Items]
Net income from continuing operations attributable to First Banks, Inc.	$ 12,797	$ 9,781	$ 21,571	$ 18,987
Preferred stock dividends declared and undeclared	(4,947)	(4,690)	(9,828)	(9,317)
Accretion of discount on preferred stock	(908)	(883)	(1,806)	(1,767)
Net income from continuing operations attributable to common stockholders	6,942	4,208	9,937	7,903
Net loss from discontinued operations attributable to common stockholders	(3,334)	(2,273)	(5,398)	(4,581)
Net income available to common stockholders	3,608	1,935	4,539	3,322
Weighted average shares of common stock outstanding (in shares)	23,661	23,661	23,661	23,661
Basic earnings per common share - continuing operations (in dollars per share)	$ 293.39	$ 177.84	$ 419.98	$ 334.02
Basic loss per common share - discontinued operations (in dollars per share)	$ (140.90)	$ (96.06)	$ (228.14)	$ (193.61)
Basic earnings per common share (in dollars per share)	$ 152.49	$ 81.78	$ 191.84	$ 140.41
Net income from continuing operations attributable to common stockholders	6,942	4,208	9,937	7,903
Net loss from discontinued operations attributable to common stockholders	(3,334)	(2,273)	(5,398)	(4,581)
Diluted income available to First Banks, Inc. common stockholders	3,608	1,935	4,539	3,322
Weighted average diluted shares of common stock outstanding (in shares)	23,661	23,661	23,661	23,661
Diluted earnings per common share - continuing operations (in dollars per share)	$ 293.39	$ 177.84	$ 419.98	$ 334.02
Diluted loss per common share - discontinued operations (in dollars per share)	$ (140.90)	$ (96.06)	$ (228.14)	$ (193.61)
Diluted earnings per common share (in dollars per share)	$ 152.49	$ 81.78	$ 191.84	$ 140.41
Class A Convertible Adjustable Rate Preferred Stock [Member]
Class of Stock [Line Items]
Effect of diluted securities - Class A convertible preferred stock	$ 0	$ 0	$ 0	$ 0
Effect of diluted securities - Class A convertible preferred stock (in shares)	0	0	0	0

XML

FAIR VALUE DISCLOSURES (Details 3) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Estimate of Fair Value, Fair Value Disclosure [Member]
Financial Assets:
Cash and Cash Equivalents, Fair Value Disclosure	$ 515,545	$ 518,846
Investment securities [Abstract]
Available-for-sale Securities, Estimated Fair Value	1,704,262	2,043,727
Held-to-maturity Securities, Estimated Fair Value	787,791	637,024
Loans held for portfolio, Estimated Fair Value	2,493,483	2,572,256
Loans Held-for-sale, Estimated Fair Value	45,239	66,133
FRB and FHLB stock, Estimated Fair Value	27,674	27,329
Derivative assets, Estimated Fair Value	2,577	1,619
Accrued interest receivable, Estimated Fair Value	18,373	18,284
Assets Of discontinued operations, Estimated Fair Value	39,006	6,706
Financial Liabilities:
Noninterest-bearing demand Estimated Fair Value	1,198,846	1,327,183
Interest-bearing demand, Estimated Fair Value	636,582	1,000,666
Savings and money market, Estimated Fair Value	1,892,903	1,880,271
Time deposits, Estimated Fair Value	1,094,326	1,286,730
Other borrowings, Estimated Fair Value	35,228	26,025
Derivative instruments, Estimated Fair Value	31	87
Accrued interest payable, Estimated Fair Value	55,755	48,541
Subordinated debentures, Estimated Fair Value	267,253	254,984
Liabilities Of discontinued operations, Estimated Fair Value	502,038	155,711
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees, Estimated Fair Value	(2,779)	(2,779)
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Assets:
Cash and Cash Equivalents, Fair Value Disclosure	515,545	518,846
Investment securities [Abstract]
Available-for-sale Securities, Estimated Fair Value	1,473	1,022
Held-to-maturity Securities, Estimated Fair Value	0	0
Loans held for portfolio, Estimated Fair Value	0	0
Loans Held-for-sale, Estimated Fair Value	0	0
FRB and FHLB stock, Estimated Fair Value	27,674	27,329
Derivative assets, Estimated Fair Value	0	0
Accrued interest receivable, Estimated Fair Value	18,373	18,284
Assets Of discontinued operations, Estimated Fair Value	0	0
Financial Liabilities:
Noninterest-bearing demand Estimated Fair Value	1,198,846	1,327,183
Interest-bearing demand, Estimated Fair Value	636,582	1,000,666
Savings and money market, Estimated Fair Value	1,892,903	1,880,271
Time deposits, Estimated Fair Value	0	0
Other borrowings, Estimated Fair Value	35,228	26,025
Derivative instruments, Estimated Fair Value	0	0
Accrued interest payable, Estimated Fair Value	55,755	48,541
Subordinated debentures, Estimated Fair Value	0	0
Liabilities Of discontinued operations, Estimated Fair Value	0	0
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees, Estimated Fair Value	0	0
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Assets:
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Investment securities [Abstract]
Available-for-sale Securities, Estimated Fair Value	1,702,789	2,042,705
Held-to-maturity Securities, Estimated Fair Value	787,791	637,024
Loans held for portfolio, Estimated Fair Value	0	0
Loans Held-for-sale, Estimated Fair Value	45,239	66,133
FRB and FHLB stock, Estimated Fair Value	0	0
Derivative assets, Estimated Fair Value	2,577	1,619
Accrued interest receivable, Estimated Fair Value	0	0
Assets Of discontinued operations, Estimated Fair Value	39,006	6,706
Financial Liabilities:
Noninterest-bearing demand Estimated Fair Value	0	0
Interest-bearing demand, Estimated Fair Value	0	0
Savings and money market, Estimated Fair Value	0	0
Time deposits, Estimated Fair Value	0	0
Other borrowings, Estimated Fair Value	0	0
Derivative instruments, Estimated Fair Value	31	87
Accrued interest payable, Estimated Fair Value	0	0
Subordinated debentures, Estimated Fair Value	0	0
Liabilities Of discontinued operations, Estimated Fair Value	502,038	155,711
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees, Estimated Fair Value	0	0
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Assets:
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Investment securities [Abstract]
Available-for-sale Securities, Estimated Fair Value	0	0
Held-to-maturity Securities, Estimated Fair Value	0	0
Loans held for portfolio, Estimated Fair Value	2,493,483	2,572,256
Loans Held-for-sale, Estimated Fair Value	0	0
FRB and FHLB stock, Estimated Fair Value	0	0
Derivative assets, Estimated Fair Value	0	0
Accrued interest receivable, Estimated Fair Value	0	0
Assets Of discontinued operations, Estimated Fair Value	0	0
Financial Liabilities:
Noninterest-bearing demand Estimated Fair Value	0	0
Interest-bearing demand, Estimated Fair Value	0	0
Savings and money market, Estimated Fair Value	0	0
Time deposits, Estimated Fair Value	1,094,326	1,286,730
Other borrowings, Estimated Fair Value	0	0
Derivative instruments, Estimated Fair Value	0	0
Accrued interest payable, Estimated Fair Value	0	0
Subordinated debentures, Estimated Fair Value	267,253	254,984
Liabilities Of discontinued operations, Estimated Fair Value	0	0
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees, Estimated Fair Value	(2,779)	(2,779)
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Financial Assets:
Cash and Cash Equivalents, Fair Value Disclosure	515,545	518,846
Investment securities [Abstract]
Available-for-sale Securities, Estimated Fair Value	1,704,262	2,043,727
Held-to-maturity Securities, Estimated Fair Value	800,453	631,553
Loans held for portfolio, Estimated Fair Value	2,690,077	2,773,012
Loans Held-for-sale, Estimated Fair Value	45,239	66,133
FRB and FHLB stock, Estimated Fair Value	27,674	27,329
Derivative assets, Estimated Fair Value	2,577	1,619
Accrued interest receivable, Estimated Fair Value	18,373	18,284
Assets Of discontinued operations, Estimated Fair Value	39,006	6,706
Financial Liabilities:
Noninterest-bearing demand Estimated Fair Value	1,198,846	1,327,183
Interest-bearing demand, Estimated Fair Value	636,582	1,000,666
Savings and money market, Estimated Fair Value	1,892,903	1,880,271
Time deposits, Estimated Fair Value	1,093,955	1,284,727
Other borrowings, Estimated Fair Value	35,228	26,025
Derivative instruments, Estimated Fair Value	31	87
Accrued interest payable, Estimated Fair Value	55,755	48,541
Subordinated debentures, Estimated Fair Value	354,172	354,133
Liabilities Of discontinued operations, Estimated Fair Value	550,683	155,711
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees, Estimated Fair Value	$ (2,779)	$ (2,779)

XML

SERVICING RIGHTS (Tables)

6 Months Ended

Jun. 30, 2013

Mortgage Banking [Member]

Servicing Assets at Fair Value [Line Items]

Schedule of Servicing Assets at Fair Value [Table Text Block]

Changes in mortgage servicing rights for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	10,652		9,713		9,152		9,077
Originated mortgage servicing rights	888			1,194		2,117		1,993
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model (1)	1,453			(1,316	)	2,307		(799	)
Other changes in fair value (2)	(652		)	(632	)	(1,235	)	(1,312	)
Balance, end of period	$	12,341		8,959		12,341		8,959

____________________

(1) The change in fair value resulting from changes in valuation inputs or assumptions used in valuation model primarily reflects the change in discount rates and prepayment speed assumptions, primarily due to changes in interest rates.

(2) Other changes in fair value reflect changes due to the collection/realization of expected cash flows over time.

SBA [Member]

Servicing Assets at Fair Value [Line Items]

Schedule of Servicing Assets at Fair Value [Table Text Block]

Changes in SBA servicing rights for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	5,523		6,256		5,640		6,303
Originated SBA servicing rights	—			—		—		—
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model (1)	(58		)	142		(36	)	289
Other changes in fair value (2)	(273		)	(175	)	(412	)	(369	)
Balance, end of period	$	5,192		6,223		5,192		6,223

____________________

(1) The change in fair value resulting from changes in valuation inputs or assumptions used in valuation model primarily reflects the change in discount rates and prepayment speed assumptions, primarily due to changes in interest rates.

(2) Other changes in fair value reflect changes due to the collection/realization of expected cash flows over time.

XML

TRANSACTIONS WITH RELATED PARTIES

6 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

TRANSACTIONS WITH RELATED PARTIES

TRANSACTIONSWITHRELATEDPARTIES

First Services, L.P. First Services, L.P. (First Services), a limited partnership indirectly owned by the Company’s Chairman and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, provides information technology, item processing and various related services to the Company and First Bank. Fees paid under agreements with First Services were $4.9 million and $9.9 million for the three and six months ended June 30, 2013, respectively, and $5.5 million and $11.2 million for the comparable periods in 2012. First Services leases information technology and other equipment from First Bank. First Services paid First Bank rental fees for the use of such equipment of $293,000 and $537,000 during the three and six months ended June 30, 2013, respectively, and $351,000 and $701,000 for the comparable periods in 2012. In addition, First Services paid $436,000 and $871,000 for the three and six months ended June 30, 2013, respectively, and $462,000 and $924,000 for the comparable periods in 2012, in rental payments to First Bank for occupancy of certain First Bank premises from which business is conducted.

First Services has an Affiliate Services Agreement with the Company and First Bank that relates to various services provided to First Services, including certain human resources, payroll, employee benefit and training services, insurance services and vendor payment processing services. Fees accrued under the Affiliate Services Agreement by First Services were $45,000 and $91,000 for the three and six months ended June 30, 2013, respectively, and $44,000 and $89,000 for the comparable periods in 2012.

First Brokerage America, L.L.C. First Brokerage America, L.L.C. (First Brokerage), a limited liability company indirectly owned by the Company’s Chairman and members of his immediate family, including Mr. Michael Dierberg, Vice Chairman of the Company, received $1.2 million and $2.4 million for the three and six months ended June 30, 2013, respectively, and $1.2 million and $2.4 million for the comparable periods in 2012, in gross commissions paid by unaffiliated third-party companies. The commissions received primarily resulted from sales of annuities, securities and other insurance products to customers of First Bank. First Brokerage paid $131,000 and $245,000 for the three and six months ended June 30, 2013, respectively, and $130,000 and $225,000 for the comparable periods in 2012, to First Bank in rental payments for occupancy of certain First Bank premises from which brokerage business is conducted.

Dierbergs Markets, Inc. First Bank leases certain of its in-store branch offices and automated teller machine (ATM) sites from Dierbergs Markets, Inc., a grocery store chain headquartered in St. Louis, Missouri that is owned and operated by the brother of the Company’s Chairman and members of his immediate family. Total rent expense incurred by First Bank under the lease obligation contracts was $122,000 and $244,000 for the three and six months ended June 30, 2013, respectively, and $120,000 and $244,000 for the comparable periods in 2012.

First Capital America, Inc. / FB Holdings, LLC. The Company formed FB Holdings, a limited liability company organized in the state of Missouri, in May 2008. FB Holdings operates as a majority-owned subsidiary of First Bank and was formed for the primary purpose of holding and managing certain nonperforming loans and assets to allow the liquidation of such assets at a time that was more economically advantageous to First Bank and to permit an efficient vehicle for the investment of additional capital by the Company’s sole owner of its Class A and Class B preferred stock. First Bank contributed cash of $9.0 million and nonperforming loans and assets with a fair value of approximately $133.3 million and FCA contributed cash of $125.0 million to FB Holdings during 2008. As a result, First Bank owned 53.23% and FCA owned the remaining 46.77% of FB Holdings as of June 30, 2013. The contribution of cash by FCA is reflected as a component of stockholders’ equity in the consolidated balance sheets and, consequently, increased the Company’s and First Bank’s regulatory capital ratios under then-existing regulatory guidelines, subject to certain limitations.

FB Holdings receives various services provided by First Bank, including loan servicing and special assets services as well as various other financial, legal, human resources and property management services. Fees paid under the agreement by FB Holdings to First Bank were $7,000 and $16,000 for the three and six months ended June 30, 2013, respectively, and $36,000 and $78,000 for the comparable periods in 2012.

Investors of America Limited Partnership. On March 20, 2013, the Company entered into a $5.0 million Credit Agreement with Investors of America, LP, as further described in Note 8 to the consolidated financial statements. Investors of America, LP is a Nevada limited partnership that was created by and for the benefit of the Company’s Chairman and members of his immediate family. There have been no balances outstanding under the Credit Agreement since its inception.

Loans to Directors and/or their Affiliates. First Bank has had in the past, and may have in the future, loan transactions in the ordinary course of business with its directors and/or their affiliates. These loan transactions have been made 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 collectability or present other unfavorable features. Loans to directors, their affiliates and executive officers of the Company were $15.1 million and $9.1 million at June 30, 2013 and December 31, 2012, respectively. First Bank does not extend credit to its officers or to officers of the Company, 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.

Depositary Accounts of Directors and/or their Affiliates. Certain directors and/or their affiliates maintain funds on deposit with First Bank in the ordinary course of business. These deposit transactions include demand, savings and time accounts, and have been established on the same terms, including interest rates, as those prevailing at the time for comparable transactions with unaffiliated persons.

XML

INVESTMENTS IN DEBT AND EQUITY SECURITIES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Investments, Debt and Equity Securities [Abstract]
Gross realized gains on sales of available-for-sale securities	$ 346	$ 370	$ 692	$ 892
Gross realized losses on sales of available-for-sale securities	0	(374)	(354)	(374)
Other-than-temporary impairment	(1)	(1)	(409)	(1)
Net realized gain (loss) on investment securities	$ 345	$ (5)	$ (71)	$ 517

XML

INCOME TAXES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Gross deferred tax assets	$ 407,156	$ 405,266
Valuation allowance	(390,835)	(376,224)
Deferred tax assets, net of valuation allowance	16,321	29,042
Deferred tax liabilities	23,754	36,182
Net deferred tax liabilities	$ (7,433)	$ (7,140)

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 7) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013 contracts	Jun. 30, 2012 contracts	Jun. 30, 2013 contracts	Jun. 30, 2012 contracts
Real estate construction and development [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	0	3	0	3
Recorded Investment	$ 0	$ 1,364	$ 0	$ 1,364
One-to-four-family residential [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	13	16	29	28
Recorded Investment	$ 2,525	$ 3,587	$ 4,921	$ 5,894

XML

NOTES PAYABLE AND OTHER BORROWINGS (Details Textual) (USD $)			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Revolving Credit Facility [Member] Investors Of America Limited Partnership [Member]	Mar. 20, 2013 Revolving Credit Facility [Member] Investors Of America Limited Partnership [Member]
Short-term Debt [Line Items]
Revolving Credit Note Borrowing Capacity				$ 5,000,000
Debt Instrument, Basis Spread on Variable Rate				3.00%
Debt Instrument, Description of Variable Rate Basis			LIBOR plus 300 basis points
Other borrowings	$ 35,228,000	$ 26,025,000

XML

DISCONTINUED OPERATIONS (Discontinued Operations Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Association Bank Services [Member]	Apr. 19, 2013 Northern Florida Region [Member]	Dec. 31, 2012 Northern Florida Region [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and due from banks			$ 0		$ 1,139
Commercial, financial and agricultural			20,741		0
Consumer and installment			326		0
Net deferred loan fees			(221)		0
Total loans			20,846		0
Bank premises and equipment, net			92		4,837
Goodwill			18,000	700	700
Other assets			68		30
Assets of discontinued operations	39,006	6,706	39,006		6,706
Deposits:
Noninterest-bearing demand			132,689		12,488
Interest-bearing demand			336,416		10,480
Savings and money market			17,342		67,686
Time deposits of $100 or more			25,626		27,034
Other time deposits			38,554		37,964
Total deposits			550,627		155,652
Accrued expenses and other liabilities			56		59
Liabilities of discontinued operations	$ 550,683	$ 155,711	$ 550,683		$ 155,711

XML

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

A summary of the Company’s deferred tax assets and deferred tax liabilities at June 30, 2013 and December 31, 2012 is as follows:

	June 30, 2013			December 31, 2012
	(dollars expressed in thousands)
Gross deferred tax assets	$	407,156		405,266
Valuation allowance	(390,835		)	(376,224	)
Deferred tax assets, net of valuation allowance	16,321			29,042
Deferred tax liabilities	23,754			36,182
Net deferred tax liabilities	$	(7,433	)	(7,140	)

XML

EARNINGS (LOSS) PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Reconciliation [Table Text Block]

The following is a reconciliation of basic and diluted earnings (loss) per share (EPS) for the three and six months endedJune 30, 2013 and 2012:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars in thousands, except share and per share data)
Basic:
Net income from continuing operations attributable to First Banks, Inc.	$	12,797		9,781		21,571		18,987
Preferred stock dividends declared and undeclared	(4,947		)	(4,690	)	(9,828	)	(9,317	)
Accretion of discount on preferred stock	(908		)	(883	)	(1,806	)	(1,767	)
Net income from continuing operations attributable to common stockholders	6,942			4,208		9,937		7,903
Net loss from discontinued operations attributable to common stockholders	(3,334		)	(2,273	)	(5,398	)	(4,581	)
Net income available to First Banks, Inc. common stockholders	$	3,608		1,935		4,539		3,322
Weighted average shares of common stock outstanding	23,661			23,661		23,661		23,661
Basic earnings per common share – continuing operations	$	293.39		177.84		419.98		334.02
Basic loss per common share – discontinued operations	$	(140.90	)	(96.06	)	(228.14	)	(193.61	)
Basic earnings per common share	$	152.49		81.78		191.84		140.41
Diluted:
Net income from continuing operations attributable to common stockholders	$	6,942		4,208		9,937		7,903
Net loss from discontinued operations attributable to common stockholders	(3,334		)	(2,273	)	(5,398	)	(4,581	)
Net income available to First Banks, Inc. common stockholders	3,608			1,935		4,539		3,322
Effect of dilutive securities – Class A convertible preferred stock	—			—		—		—
Diluted income available to First Banks, Inc. common stockholders	$	3,608		1,935		4,539		3,322
Weighted average shares of common stock outstanding	23,661			23,661		23,661		23,661
Effect of diluted securities – Class A convertible preferred stock	—			—		—		—
Weighted average diluted shares of common stock outstanding	23,661			23,661		23,661		23,661
Diluted earnings per common share – continuing operations	$	293.39		177.84		419.98		334.02
Diluted loss per common share – discontinued operations	$	(140.90	)	(96.06	)	(228.14	)	(193.61	)
Diluted earnings per common share	$	152.49		81.78		191.84		140.41

XML

SERVICING RIGHTS

6 Months Ended

Jun. 30, 2013

Servicing Rights [Abstract]

SERVICING RIGHTS

SERVICINGRIGHTS

Mortgage Banking Activities. At June 30, 2013 and December 31, 2012, First Bank serviced mortgage loans for others totaling $1.30 billion and $1.27 billion, respectively. Changes in mortgage servicing rights for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	10,652		9,713		9,152		9,077
Originated mortgage servicing rights	888			1,194		2,117		1,993
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model (1)	1,453			(1,316	)	2,307		(799	)
Other changes in fair value (2)	(652		)	(632	)	(1,235	)	(1,312	)
Balance, end of period	$	12,341		8,959		12,341		8,959

____________________

(1) The change in fair value resulting from changes in valuation inputs or assumptions used in valuation model primarily reflects the change in discount rates and prepayment speed assumptions, primarily due to changes in interest rates.

(2) Other changes in fair value reflect changes due to the collection/realization of expected cash flows over time.

Other Servicing Activities. At June 30, 2013 and December 31, 2012, First Bank serviced United States Small Business Administration (SBA) loans for others totaling $147.1 million and $159.6 million, respectively. Changes in SBA servicing rights for the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars expressed in thousands)
Balance, beginning of period	$	5,523		6,256		5,640		6,303
Originated SBA servicing rights	—			—		—		—
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model (1)	(58		)	142		(36	)	289
Other changes in fair value (2)	(273		)	(175	)	(412	)	(369	)
Balance, end of period	$	5,192		6,223		5,192		6,223

____________________

(1) The change in fair value resulting from changes in valuation inputs or assumptions used in valuation model primarily reflects the change in discount rates and prepayment speed assumptions, primarily due to changes in interest rates.

(2) Other changes in fair value reflect changes due to the collection/realization of expected cash flows over time.

XML

DERIVATIVE INSTRUMENTS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Customer interest rate swap agreements [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	$ 9,871	$ 12,149
Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	115,855	179,781
Not Designated as Hedging Instrument [Member] | Customer interest rate swap agreements [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	9,871	12,149
Not Designated as Hedging Instrument [Member] | Interest rate lock commitments [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	38,384	59,932
Not Designated as Hedging Instrument [Member] | Forward commitments to sell mortgage-backed securities [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	67,600	107,700
Other Assets [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets	2,577	1,619
Other Assets [Member] | Not Designated as Hedging Instrument [Member] | Customer interest rate swap agreements [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets	31	87
Other Assets [Member] | Not Designated as Hedging Instrument [Member] | Interest rate lock commitments [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets	68	1,837
Other Assets [Member] | Not Designated as Hedging Instrument [Member] | Forward commitments to sell mortgage-backed securities [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets	2,478	(305)
Other Liabilities [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(31)	(87)
Other Liabilities [Member] | Not Designated as Hedging Instrument [Member] | Customer interest rate swap agreements [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(31)	(87)
Other Liabilities [Member] | Not Designated as Hedging Instrument [Member] | Interest rate lock commitments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities	0	0
Other Liabilities [Member] | Not Designated as Hedging Instrument [Member] | Forward commitments to sell mortgage-backed securities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 0	$ 0

XML

DERIVATIVE INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments [Table Text Block]

The following table summarizes derivative instruments held by the Company, their notional amount, estimated fair values and their location in the consolidated balance sheets at June 30, 2013 and December 31, 2012:

				Derivatives in Other Assets			Derivatives in Other Liabilities
	Notional Amount			Fair Value Gain (Loss)			Fair Value Loss
	June 30, 2013		December 31, 2012	June 30, 2013	December 31, 2012		June 30, 2013		December 31, 2012
	(dollars expressed in thousands)
Derivative Instruments Not Designated as Hedging Instruments:
Customer interest rate swap agreements	$	9,871	12,149	31	87		(31	)	(87	)
Interest rate lock commitments	38,384		59,932	68	1,837		—		—
Forward commitments to sell mortgage-backed securities	67,600		107,700	2,478	(305	)	—		—
Total	$	115,855	179,781	2,577	1,619		(31	)	(87	)

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

The following table summarizes amounts included in the consolidated statements of operations for the three and six months ended June 30, 2013 and 2012 related to non-hedging derivative instruments:

Derivative Instruments Not Designated as Hedging Instruments:	Location of Gain (Loss) Recognized in Operations on Derivatives	Amount of Gain (Loss) Recognized in Operations on Derivatives
		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2013			2012		2013		2012
		(dollars expressed in thousands)
Interest rate swap agreements	Other noninterest income	$	—		(2	)	—		(41	)
Customer interest rate swap agreements	Other noninterest income	—			—		—		3
Interest rate lock commitments	Gain on loans sold and held for sale	(1,047		)	1,582		(1,769	)	1,709
Forward commitments to sell mortgage-backed securities	Gain on loans sold and held for sale	2,543			(1,200	)	2,783		(428	)

XML

INVESTMENTS IN DEBT AND EQUITY SECURITIES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities Maturities With In One Year Amortized Cost	$ 6,314	$ 11,400
Available-for-sale Securities Maturities After One Through Five Years Amortized Cost	211,288	245,011
Available-for-sale Securities Maturities After Five Through Ten Years Amortized Cost	208,893	269,997
Available-for-sale Securities Maturities After Ten Years Amortized Cost	1,266,505	1,466,809
Available-for-sale Securities, Amortized Cost Basis	1,693,000	1,993,217
Available-for-sale Securities, Gross Unrealized Gains	25,519	51,774
Available-for-sale Securities, Gross Unrealized Losses	(14,257)	(1,264)
Available-for-sale Securities	1,704,262	2,043,727
Available-for-sale Securities Weighted Average Yield	2.22%	2.26%
Available-for-sale Securities, Debt Maturities, Next Twelve Months, Fair Value	6,409	11,476
Available-for-sale Securities, Debt Maturities, Year One Through Five, Fair Value	217,042	251,558
Available-for-sale Securities, Debt Maturities, Year Five Through Ten, Fair Value	208,677	275,251
Available-for-sale Securities, Debt Maturities, After Ten Years, Fair Value	1,272,134	1,505,442
Available-for-sale Securities Weighted Average Yield With In One Year	3.09%	2.01%
Available-for-sale Securities Weighted Average Yield After One Through Five Years	2.26%	2.17%
Available-for-sale Securities Weighted Average Yield After Five Through Ten Years	2.24%	2.65%
Available-for-sale Securities Weighted Average Yield After Ten Years	2.21%	2.21%
U.S. Government sponsored agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities Maturities With In One Year Amortized Cost	0	10,051
Available-for-sale Securities Maturities After One Through Five Years Amortized Cost	48,874	80,328
Available-for-sale Securities Maturities After Five Through Ten Years Amortized Cost	17,036	0
Available-for-sale Securities Maturities After Ten Years Amortized Cost	209,330	213,892
Available-for-sale Securities, Amortized Cost Basis	275,240	304,271
Available-for-sale Securities, Gross Unrealized Gains	2,174	6,304
Available-for-sale Securities, Gross Unrealized Losses	(3,172)	(146)
Available-for-sale Securities	274,242	310,429
Available-for-sale Securities Weighted Average Yield	1.37%	1.42%
Residential mortgage-backed [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities Maturities With In One Year Amortized Cost	50	364
Available-for-sale Securities Maturities After One Through Five Years Amortized Cost	23,841	24,014
Available-for-sale Securities Maturities After Five Through Ten Years Amortized Cost	141,120	219,286
Available-for-sale Securities Maturities After Ten Years Amortized Cost	1,027,212	1,251,917
Available-for-sale Securities, Amortized Cost Basis	1,192,223	1,495,581
Available-for-sale Securities, Gross Unrealized Gains	17,652	38,983
Available-for-sale Securities, Gross Unrealized Losses	(9,729)	(497)
Available-for-sale Securities	1,200,146	1,534,067
Available-for-sale Securities Weighted Average Yield	2.33%	2.32%
Commercial mortgage-backed [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities Maturities With In One Year Amortized Cost	0	0
Available-for-sale Securities Maturities After One Through Five Years Amortized Cost	0	0
Available-for-sale Securities Maturities After Five Through Ten Years Amortized Cost	799	806
Available-for-sale Securities Maturities After Ten Years Amortized Cost	0	0
Available-for-sale Securities, Amortized Cost Basis	799	806
Available-for-sale Securities, Gross Unrealized Gains	73	109
Available-for-sale Securities, Gross Unrealized Losses	0	0
Available-for-sale Securities	872	915
Available-for-sale Securities Weighted Average Yield	5.03%	4.86%
States and political subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities Maturities With In One Year Amortized Cost	1,323	985
Available-for-sale Securities Maturities After One Through Five Years Amortized Cost	3,067	3,579
Available-for-sale Securities Maturities After Five Through Ten Years Amortized Cost	201	201
Available-for-sale Securities Maturities After Ten Years Amortized Cost	28,463	0
Available-for-sale Securities, Amortized Cost Basis	33,054	4,765
Available-for-sale Securities, Gross Unrealized Gains	113	164
Available-for-sale Securities, Gross Unrealized Losses	(524)	0
Available-for-sale Securities	32,643	4,929
Available-for-sale Securities Weighted Average Yield	1.37%	4.05%
Corporate notes [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities Maturities With In One Year Amortized Cost	4,941	0
Available-for-sale Securities Maturities After One Through Five Years Amortized Cost	135,506	137,090
Available-for-sale Securities Maturities After Five Through Ten Years Amortized Cost	49,737	49,704
Available-for-sale Securities Maturities After Ten Years Amortized Cost	0	0
Available-for-sale Securities, Amortized Cost Basis	190,184	186,794
Available-for-sale Securities, Gross Unrealized Gains	5,507	6,192
Available-for-sale Securities, Gross Unrealized Losses	(805)	(621)
Available-for-sale Securities	194,886	192,365
Available-for-sale Securities Weighted Average Yield	2.89%	3.13%
Equity investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities Maturities With In One Year Amortized Cost	0	0
Available-for-sale Securities Maturities After One Through Five Years Amortized Cost	0	0
Available-for-sale Securities Maturities After Five Through Ten Years Amortized Cost	0	0
Available-for-sale Securities Maturities After Ten Years Amortized Cost	1,500	1,000
Available-for-sale Securities, Amortized Cost Basis	1,500	1,000
Available-for-sale Securities, Gross Unrealized Gains	0	22
Available-for-sale Securities, Gross Unrealized Losses	(27)	0
Available-for-sale Securities	1,473	1,022
Available-for-sale Securities Weighted Average Yield	2.25%	2.54%
Debt securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Maturities, Next Twelve Months, Fair Value	6,409	11,476
Available-for-sale Securities, Debt Maturities, Year One Through Five, Fair Value	217,042	251,558
Available-for-sale Securities, Debt Maturities, Year Five Through Ten, Fair Value	208,677	275,251
Available-for-sale Securities, Debt Maturities, After Ten Years, Fair Value	1,270,661	1,504,420
Equity securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Debt Maturities, Next Twelve Months, Fair Value	0	0
Available-for-sale Securities, Debt Maturities, Year One Through Five, Fair Value	0	0
Available-for-sale Securities, Debt Maturities, Year Five Through Ten, Fair Value	0	0
Available-for-sale Securities, Debt Maturities, After Ten Years, Fair Value	$ 1,473	$ 1,022

XML

SUBORDINATED DEBENTURES

6 Months Ended

Jun. 30, 2013

Subordinated Borrowings [Abstract]

SUBORDINATED DEBENTURES

SUBORDINATEDDEBENTURES

As of June 30, 2013, the Company had 13 affiliated Delaware or Connecticut statutory and business trusts (collectively, the Trusts) that were created for the sole purpose of issuing trust preferred securities. The trust preferred securities were issued in private placements, with the exception of First Preferred Capital Trust IV, which was issued in a publicly underwritten offering. The following is a summary of the junior subordinated debentures issued to the Trusts in conjunction with the trust preferred securities offerings at June 30, 2013 and December 31, 2012:

Name of Trust	Issuance Date	Maturity Date	Call Date(1)	Interest Rate(2)	Trust Preferred Securities		Subordinated Debentures
					(dollars expressed in thousands)
Variable Rate
First Bank Statutory Trust II	September 2004	September 20, 2034	September 20, 2009	205.0 bp	$	20,000	$	20,619
Royal Oaks Capital Trust I	October 2004	January 7, 2035	January 7, 2010	240.0 bp	4,000		4,124
First Bank Statutory Trust III	November 2004	December 15, 2034	December 15, 2009	218.0 bp	40,000		41,238
First Bank Statutory Trust IV	March 2006	March 15, 2036	March 15, 2011	142.0 bp	40,000		41,238
First Bank Statutory Trust V	April 2006	June 15, 2036	June 15, 2011	145.0 bp	20,000		20,619
First Bank Statutory Trust VI	June 2006	July 7, 2036	July 7, 2011	165.0 bp	25,000		25,774
First Bank Statutory Trust VII	December 2006	December 15, 2036	December 15, 2011	185.0 bp	50,000		51,547
First Bank Statutory Trust VIII	February 2007	March 30, 2037	March 30, 2012	161.0 bp	25,000		25,774
First Bank Statutory Trust X	August 2007	September 15, 2037	September 15, 2012	230.0 bp	15,000		15,464
First Bank Statutory Trust IX	September 2007	December 15, 2037	December 15, 2012	225.0 bp	25,000		25,774
First Bank Statutory Trust XI	September 2007	December 15, 2037	December 15, 2012	285.0 bp	10,000		10,310
Fixed Rate
First Bank Statutory Trust	March 2003	March 20, 2033	March 20, 2008	8.10%	25,000		25,774
First Preferred Capital Trust IV	April 2003	June 30, 2033	June 30, 2008	8.15%	46,000		47,423

____________________

(1) The junior subordinated debentures are callable at the option of the Company on the call date shown at 100% of the principal amount plus accrued and unpaid interest.

(2) The interest rates paid on the trust preferred securities are based on either a variable rate or a fixed rate. The variable rate is based on the three-month LIBOR plus the basis point spread shown.

The Company’s distributions accrued on the junior subordinated debentures were $3.7 million and $7.4 million for the three and six months ended June 30, 2013, respectively, and $3.7 million and $7.3 million for the comparable periods in 2012, and are included in interest expense in the consolidated statements of operations. The structure of the trust preferred securities currently satisfies the regulatory requirements for inclusion, subject to certain limitations, in the Company’s capital base, as further discussed in Note 11 to the consolidated financial statements.

On August 10, 2009, the Company announced the deferral of its regularly scheduled interest payments on its outstanding junior subordinated debentures relating to its $345.0 million of trust preferred securities beginning with the regularly scheduled quarterly interest payments that would otherwise have been made in September and October 2009. The terms of the junior subordinated debentures and the related trust indentures allow the Company to defer such payments of interest for up to 20 consecutive quarterly periods without triggering a payment default or penalty. Such payment default or penalty would likely have a material adverse effect on the Company’s business, financial condition and results of operations. The Company has deferred such payments for 16 quarterly periods as of June 30, 2013. The current 20 consecutive quarterly deferral period ends with the respective payment dates of the trust preferred securities in September and October 2014. During the deferral period, the respective trusts suspend the declaration and payment of dividends on the trust preferred securities. During the deferral period, the Company may not, among other things and with limited exceptions, pay cash dividends on or repurchase its common stock or preferred stock nor make any payment on outstanding debt obligations that rank equally with or junior to the junior subordinated debentures. Accordingly, the Company also suspended the payment of cash dividends on its outstanding common stock and preferred stock beginning with the regularly scheduled quarterly dividend payments on the preferred stock that would otherwise have been made in August and September 2009, as further described in Note 10 to the consolidated financial statements. The Company has deferred $49.9 million and $43.8 million of its regularly scheduled interest payments as of June 30, 2013 and December 31, 2012, respectively. In addition, the Company has accrued additional interest expense of $5.2 million and $3.9 million as of June 30, 2013 and December 31, 2012, respectively, on the regularly scheduled deferred interest payments based on the interest rate in effect for each junior subordinated note issuance in accordance with the respective terms of the underlying agreements.

Under its agreement with the Federal Reserve Bank of St. Louis (FRB), the Company agreed, among other things, to provide certain information to the FRB, including, but not limited to, prior notice regarding the issuance of additional trust preferred securities. The Company also agreed not to make any distributions of interest or other sums on its outstanding trust preferred securities without the prior approval of the FRB, as further described in Note 11 to the consolidated financial statements.

XML

FAIR VALUE DISCLOSURES (Details 2) (Fair Value, Measurements, Nonrecurring [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	$ 270,353	$ 312,832
Commercial, financial and agricultural [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	14,654	18,374
Real estate construction and development [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	37,272	40,731
Bank Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	6,549	8,237
Mortgage Division Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	83,314	86,500
Home Equity [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	4,724	6,887
Multi-family residential [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	28,794	33,863
Commercial real estate [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	16,861	26,218
Consumer and Installment [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	33	27
Other Real Estate and Repossessed Assets [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	78,152	91,995
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Commercial, financial and agricultural [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Real estate construction and development [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Bank Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Mortgage Division Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Home Equity [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Multi-family residential [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Commercial real estate [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Consumer and Installment [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 1 [Member] | Other Real Estate and Repossessed Assets [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Commercial, financial and agricultural [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Real estate construction and development [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Bank Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Mortgage Division Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Home Equity [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Multi-family residential [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Commercial real estate [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Consumer and Installment [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member] | Other Real Estate and Repossessed Assets [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	270,353	312,832
Fair Value, Inputs, Level 3 [Member] | Commercial, financial and agricultural [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	14,654	18,374
Fair Value, Inputs, Level 3 [Member] | Real estate construction and development [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	37,272	40,731
Fair Value, Inputs, Level 3 [Member] | Bank Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	6,549	8,237
Fair Value, Inputs, Level 3 [Member] | Mortgage Division Portfolio [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	83,314	86,500
Fair Value, Inputs, Level 3 [Member] | Home Equity [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	4,724	6,887
Fair Value, Inputs, Level 3 [Member] | Multi-family residential [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	28,794	33,863
Fair Value, Inputs, Level 3 [Member] | Commercial real estate [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	16,861	26,218
Fair Value, Inputs, Level 3 [Member] | Consumer and Installment [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	33	27
Fair Value, Inputs, Level 3 [Member] | Other Real Estate and Repossessed Assets [Member]
Fair Value, Assests and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring	$ 78,152	$ 91,995

XML

GOODWILL

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILL

Goodwill was $107.3 million and $125.3 million at June 30, 2013 and December 31, 2012, respectively. The Company allocated goodwill to the sale of the ABS line of business of $18.0 million, which is included in assets of discontinued operations at June 30, 2013. The Company allocated goodwill to the sale of the Northern Florida Region of $700,000, which was completed in April 2013 and is included in assets of discontinued operations at December 31, 2012. First Bank did not record goodwill impairment for the three or six months ended June 30, 2013 and 2012.

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net income attributable to First Banks, Inc.	$ 16,173	$ 14,406
Net income (loss) attributable to noncontrolling interest in subsidiary	151	(445)
Less: net loss from discontinued operations	(5,398)	(4,581)
Net income from continuing operations	21,722	18,542
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment	5,794	6,083
Amortization and accretion of investment securities	13,326	6,759
Originations of loans held for sale	(173,065)	(191,526)
Proceeds from sales of loans held for sale	190,182	179,001
Provision for loan losses	0	2,000
(Benefit) provision for current income taxes	(274)	216
Provision for deferred income taxes	3,956	709
Decrease in deferred tax asset valuation allowance	(3,662)	(709)
Decrease in accrued interest receivable	8	2,247
Increase in accrued interest payable	7,068	5,765
Gain on loans sold and held for sale	(3,125)	(5,983)
Net loss (gain) on investment securities	71	(517)
(Increase) decrease in fair value of servicing rights	(624)	2,191
Write-downs on other real estate and repossessed assets	809	6,253
Other operating activities, net	5,759	5,447
Net cash provided by operating activities – continuing operations	67,945	36,478
Net cash used in operating activities – discontinued operations	(4,553)	(4,352)
Net cash provided by operating activities	63,392	32,126
Cash flows from investing activities:
Net cash paid for sale of assets and liabilities of discontinued operations, net of cash and cash equivalents sold	(115,044)	0
Proceeds from sales of investment securities available for sale	118,583	207,619
Maturities of investment securities available for sale	243,019	390,460
Maturities of investment securities held to maturity	85,760	228
Purchases of investment securities available for sale	(306,063)	(957,724)
Purchases of investment securities held to maturity	(19,895)	0
Net (purchases) redemptions of Federal Reserve Bank and Federal Home Loan Bank stock	(345)	963
Proceeds from sales of commercial loans	6,681	18,283
Net decrease in loans	38,544	196,331
Recoveries of loans previously charged-off	7,785	14,917
Purchases of bank premises and equipment	(3,327)	(3,342)
Net proceeds from sales of other real estate and repossessed assets	20,535	26,548
Other investing activities, net	1,467	761
Net cash provided by (used in) investing activities – continuing operations	77,700	(104,956)
Net cash provided by investing activities – discontinued operations	1,699	2,724
Net cash provided by (used in) investing activities	79,399	(102,232)
Cash flows from financing activities:
(Decrease) increase in demand, savings and money market deposits	(4,681)	20,208
Decrease in time deposits	(123,856)	(129,577)
Increase (decrease) in other borrowings	9,203	(13,235)
Net cash used in financing activities – continuing operations	(119,334)	(122,604)
Net cash (used in) provided by financing activities – discontinued operations	(26,758)	42,491
Net cash used in financing activities	(146,092)	(80,113)
Net decrease in cash and cash equivalents	(3,301)	(150,219)
Cash and cash equivalents, beginning of period	518,846	474,158
Cash and cash equivalents, end of period	515,545	323,939
Supplemental disclosures of cash flow information:
Cash paid for interest on liabilities	5,056	10,004
Cash received for income taxes	(126)	(12)
Noncash investing and financing activities:
Reclassification of investment securities from available for sale to held to maturity	242,540	729,142
Loans transferred to other real estate and repossessed assets	$ 5,221	$ 12,948

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 5) (Nonperforming Troubled Debt Restructurings [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Financing Receivable, Modifications [Line Items]
Total nonperforming troubled debt restructurings	$ 34,702	$ 40,010
Commercial, financial and agricultural [Member]
Financing Receivable, Modifications [Line Items]
Total nonperforming troubled debt restructurings	984	1,004
Real estate construction and development [Member]
Financing Receivable, Modifications [Line Items]
Total nonperforming troubled debt restructurings	24,733	26,557
One-to-four-family residential [Member]
Financing Receivable, Modifications [Line Items]
Total nonperforming troubled debt restructurings	6,836	7,105
Multi-family residential [Member]
Financing Receivable, Modifications [Line Items]
Total nonperforming troubled debt restructurings	0	2,482
Commercial real estate [Member]
Financing Receivable, Modifications [Line Items]
Total nonperforming troubled debt restructurings	$ 2,149	$ 2,862

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivalbe [Line Items]
Commercial, financial and agricultural	$ 593,403	$ 610,301
Real estate construction and development	167,269	174,979
Real estate mortgage:
Real estate mortgage	1,996,817	2,060,131
Consumer and installment	18,159	19,262
Loans held for sale	45,239	66,133
Net deferred loan costs (fees)	62	(59)
Total loans	2,820,949	2,930,747
One-to-four-family residential [Member]
Real estate mortgage:
Real estate mortgage	931,986	986,767
Multi-family residential [Member]
Real estate mortgage:
Real estate mortgage	101,351	103,684
Total loans	101,351	103,684
Commercial real estate [Member]
Real estate mortgage:
Real estate mortgage	963,480	969,680
Total loans	$ 963,480	$ 969,680

XML

REGULATORY CAPITAL AND OTHER REGULATORY MATTERS (Tables)

6 Months Ended

Jun. 30, 2013

Banking and Thrift [Abstract]

Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations [Table Text Block]

At June 30, 2013 and December 31, 2012, the Company and First Bank’s required and actual capital ratios were as follows:

											To be Well Capitalized Under Prompt Corrective Action Provisions
	Actual								For Capital Adequacy Purposes
	June 30, 2013				December 31, 2012
	Amount		Ratio		Amount		Ratio
	(dollars expressed in thousands)
Total capital (to risk-weighted assets):
First Banks, Inc.	$	112,256	3.10	%	$	93,542	2.57	%	8.0	%	N/A
First Bank	650,322		17.95		626,177		17.18		8.0		10.0	%
Tier 1 capital (to risk-weighted assets):
First Banks, Inc.	56,128		1.55		46,771		1.28		4.0		N/A
First Bank	604,509		16.69		580,026		15.92		4.0		6.0
Tier 1 capital (to average assets):
First Banks, Inc.	56,128		0.92		46,771		0.73		4.0		N/A
First Bank	604,509		9.92		580,026		9.13		4.0		5.0

XML

TRANSACTIONS WITH RELATED PARTIES (Details Textual) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013 First Services L P [Member]	Jun. 30, 2012 First Services L P [Member]	Jun. 30, 2013 First Services L P [Member]	Jun. 30, 2012 First Services L P [Member]	Jun. 30, 2013 First Services L P [Member] Affiliate Services Agreement [Member]	Jun. 30, 2012 First Services L P [Member] Affiliate Services Agreement [Member]	Jun. 30, 2013 First Services L P [Member] Affiliate Services Agreement [Member]	Jun. 30, 2012 First Services L P [Member] Affiliate Services Agreement [Member]	Jun. 30, 2013 First Services L P [Member] Equipment [Member]	Jun. 30, 2012 First Services L P [Member] Equipment [Member]	Jun. 30, 2013 First Services L P [Member] Equipment [Member]	Jun. 30, 2012 First Services L P [Member] Equipment [Member]	Jun. 30, 2013 First Services L P [Member] Premises [Member]	Jun. 30, 2012 First Services L P [Member] Premises [Member]	Jun. 30, 2013 First Services L P [Member] Premises [Member]	Jun. 30, 2012 First Services L P [Member] Premises [Member]	Jun. 30, 2013 First Brokerage America L L C [Member]	Jun. 30, 2012 First Brokerage America L L C [Member]	Jun. 30, 2013 First Brokerage America L L C [Member]	Jun. 30, 2012 First Brokerage America L L C [Member]	Jun. 30, 2013 First Brokerage America L L C [Member] Premises [Member]	Jun. 30, 2012 First Brokerage America L L C [Member] Premises [Member]	Jun. 30, 2013 First Brokerage America L L C [Member] Premises [Member]	Jun. 30, 2012 First Brokerage America L L C [Member] Premises [Member]	Jun. 30, 2013 Dierbergs Markets Inc [Member]	Jun. 30, 2012 Dierbergs Markets Inc [Member]	Jun. 30, 2013 Dierbergs Markets Inc [Member]	Jun. 30, 2012 Dierbergs Markets Inc [Member]	Jun. 30, 2013 FB Holdings LLC [Member]	Jun. 30, 2012 FB Holdings LLC [Member]	Jun. 30, 2013 FB Holdings LLC [Member]	Jun. 30, 2012 FB Holdings LLC [Member]	Dec. 31, 2008 FB Holdings LLC [Member]	Dec. 31, 2008 First Capital America Inc [Member]	Jun. 30, 2013 First Capital America Inc [Member]	Jun. 30, 2013 First Bank [Member]	Mar. 20, 2013 Investors Of America Limited Partnership [Member] Revolving Credit Facility [Member]	Jun. 30, 2013 Directors Affliates and Executive Officers [Member]	Dec. 31, 2012 Directors Affliates and Executive Officers [Member]
Related Party Transaction [Line Items]
Service Fees Paid	$ 4,900,000	$ 5,500,000	$ 9,900,000	$ 11,200,000
Proceeds from Rental Payments									293,000	351,000	537,000	701,000									131,000	130,000	245,000	225,000
Payments for Rent													436,000	462,000	871,000	924,000
Fees Receivable					45,000	44,000	91,000	89,000
Commissions Received From Unaffliated Third Party Companies																	1,200,000	1,200,000	2,400,000	2,400,000
Operating Leases, Rent Expense, Net																									122,000	120,000	244,000	244,000
Proceeds from Contributions from Parent																																	9,000,000
Contribution of Assets from Parent																																	133,300,000
Proceeds from Contributions from Affiliates																																		125,000,000
Noncontrolling Interest, Ownership Percentage by Parent																																			46.77%	53.23%
Service Fees Received																													7,000	36,000	16,000	78,000
Revolving Credit Note Borrowing Capacity																																					5,000,000
Loans and Leases Receivable, Related Parties																																						$ 15,100,000	$ 9,100,000

XML

SUBORDINATED DEBENTURES (Details) (USD $) In Thousands, unless otherwise specified			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 First Bank Statutory Trust II [Member]		Jun. 30, 2013 Royal Oaks Capital Trust I [Member]		Jun. 30, 2013 First Bank Statutory Trust III [Member]		Jun. 30, 2013 First Bank Statutory Trust IV [Member]		Jun. 30, 2013 First Bank Statutory Trust V [Member]		Jun. 30, 2013 First Bank Statutory Trust VI [Member]		Jun. 30, 2013 First Bank Statutory Trust VII [Member]		Jun. 30, 2013 First Bank Statutory Trust VIII [Member]		Jun. 30, 2013 First Bank Statutory Trust X [Member]		Jun. 30, 2013 First Bank Statutory Trust IX [Member]		Jun. 30, 2013 First Bank Statutory Trust XI [Member]		Jun. 30, 2013 First Bank Statutory Trust [Member]		Jun. 30, 2013 First Preferred Capital Trust IV [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust II [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] Royal Oaks Capital Trust I [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust III [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust IV [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust V [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust VI [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust VII [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust VIII [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust X [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust IX [Member]		Jun. 30, 2013 Three-Month London Interbank Offered Rate (LIBOR) [Member] First Bank Statutory Trust XI [Member]
Debt Instrument [Line Items]
Issuance Date			Sep. 01, 2004		Oct. 01, 2004		Nov. 01, 2004		Mar. 01, 2006		Apr. 01, 2006		Jun. 01, 2006		Dec. 01, 2006		Feb. 01, 2007		Aug. 01, 2007		Sep. 01, 2007		Sep. 01, 2007		Mar. 01, 2003		Apr. 01, 2003
Maturity Date			Sep. 20, 2034		Jan. 07, 2035		Dec. 15, 2034		Mar. 15, 2036		Jun. 15, 2036		Jul. 07, 2036		Dec. 15, 2036		Mar. 30, 2037		Sep. 15, 2037		Dec. 15, 2037		Dec. 15, 2037		Mar. 20, 2033		Jun. 30, 2033
Call Date			Sep. 20, 2009	[1]	Jan. 07, 2010	[1]	Dec. 15, 2009	[1]	Mar. 15, 2011	[1]	Jun. 15, 2011	[1]	Jul. 07, 2011	[1]	Dec. 15, 2011	[1]	Mar. 30, 2012	[1]	Sep. 15, 2012	[1]	Dec. 15, 2012	[1]	Dec. 15, 2012	[1]	Mar. 20, 2008	[1]	Jun. 30, 2008	[1]
Debt Instrument, Basis Spread on Variable Rate																													2.05%	[2]	2.40%	[2]	2.18%	[2]	1.42%	[2]	1.45%	[2]	1.65%	[2]	1.85%	[2]	1.61%	[2]	2.30%	[2]	2.25%	[2]	2.85%	[2]
Debt Instrument, Interest Rate, Stated Percentage																									8.10%	[2]	8.15%	[2]
Trust Preferred Securities			$ 20,000		$ 4,000		$ 40,000		$ 40,000		$ 20,000		$ 25,000		$ 50,000		$ 25,000		$ 15,000		$ 25,000		$ 10,000		$ 25,000		$ 46,000
Subordinated debentures	$ 354,172	$ 354,133	$ 20,619		$ 4,124		$ 41,238		$ 41,238		$ 20,619		$ 25,774		$ 51,547		$ 25,774		$ 15,464		$ 25,774		$ 10,310		$ 25,774		$ 47,423

[1] The junior subordinated debentures are callable at the option of the Company on the call date shown at 100% of the principal amount plus accrued and unpaid interest.

[2] The interest rates paid on the trust preferred securities are based on either a variable rate or a fixed rate. The variable rate is based on the three-month LIBOR plus the basis point spread shown.

XML

GOODWILL (Details Textual) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Association Bank Services [Member]	Apr. 19, 2013 Northern Florida Region [Member]	Dec. 31, 2012 Northern Florida Region [Member]
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 107,267	$ 125,267
Goodwill [Line Items]
Goodwill			$ 18,000	$ 700	$ 700

XML

FAIR VALUE DISCLOSURES

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

FAIRVALUEDISCLOSURES

In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” financial assets and financial liabilities that are measured at fair value subsequent to initial recognition are grouped into three levels of inputs or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the reliability of assumptions used to determine fair value. The three input levels of the valuation hierarchy are as follows:

Level 1 Inputs – Valuation is based on quoted prices in active markets for identical instruments in active markets.

Level 2 Inputs – Valuation is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The following describes valuation methodologies used to measure financial assets and financial liabilities at fair value, as well as the general classification of such financial instruments pursuant to the valuation hierarchy:

Available-for-sale investment securities. Available-for-sale investment securities are recorded at fair value on a recurring basis. Available-for-sale investment securities included in Level 1 are valued using quoted market prices. Where quoted market prices are unavailable, the fair value included in Level 2 is based on quoted market prices of comparable instruments obtained from independent pricing vendors based on recent trading activity and other relevant information.

Loans held for sale. Mortgage loans held for sale are carried at fair value on a recurring basis. The determination of fair value is based on quoted market prices of comparable instruments obtained from independent pricing vendors based on recent trading activity and other relevant information. Other loans held for sale are carried at the lower of cost or market value, which is determined on an individual loan basis. The fair value is based on the prices secondary markets are offering for portfolios with similar characteristics. The Company classifies mortgage loans held for sale subjected to recurring fair value adjustments as recurring Level 2. The Company classifies other loans held for sale subjected to nonrecurring fair value adjustments as nonrecurring Level 2.

Impaired loans. The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans are considered impaired when, in the judgment of management based on current information and events, it is probable that payment of all amounts due under the contractual terms of the loan agreement will not be collected. Acquired impaired loans are classified as nonaccrual loans and are initially measured at fair value with no allocated allowance for loan losses. An allowance for loan losses is recorded to the extent there is further credit deterioration subsequent to the acquisition date. In accordance with ASC Topic 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. Once a loan is identified as impaired, management measures the impairment in accordance with ASC Topic 310-10-35, “Receivables.” Impairment is measured by reference to an observable market price, if one exists, the expected future cash flows of an impaired loan discounted at the loan’s effective interest rate, or the fair value of the collateral for a collateral-dependent loan. In most cases, the Company measures fair value based on the value of the collateral securing the loan. Collateral may be in the form of real estate or personal property, including equipment and inventory. The vast majority of the collateral is real estate. The value of the collateral is determined based on third party appraisals as well as internal estimates. These measurements are classified as nonrecurring Level 3.

Other real estate and repossessed assets. Certain other real estate and repossessed assets, upon initial recognition, are re-measured and reported at fair value through a charge-off to the allowance for loan losses based upon the estimated fair value of the other real estate. The fair value of other real estate, upon initial recognition, is estimated using Level 3 inputs based on third party appraisals, and where applicable, discounted based on management’s judgment taking into account current market conditions, distressed or forced sale price comparisons and other factors in effect at the time of valuation. The Company classifies other real estate and repossessed assets subjected to nonrecurring fair value adjustments as Level 3.

Derivative instruments. Substantially all derivative instruments utilized by the Company are traded in over-the-counter markets where quoted market prices are not readily available. Derivative instruments utilized by the Company include interest rate swap agreements, interest rate lock commitments and forward commitments to sell mortgage-backed securities. For these derivative instruments, fair value is based on market observable inputs utilizing pricing systems and valuation models, and where applicable, the values are compared to the market values calculated independently by the respective counterparties. The Company classifies its derivative instruments as Level 2.

Servicing rights. The valuation of mortgage and SBA servicing rights is performed by an independent third party. The valuation models estimate the present value of estimated future net servicing income, using market-based discount rate assumptions, and utilize assumptions based on the predominant risk characteristics of the underlying loans, including principal balance, interest rate, weighted average life, and certain unobservable inputs, including cost to service, estimated prepayment speed rates and default rates. Changes in the fair value of servicing rights occur primarily due to the realization of expected cash flows, as well as changes in valuation inputs and assumptions. Significant increases (decreases) in any of the unobservable inputs would result in a significantly lower (higher) fair value of the servicing rights. The Company classifies its servicing rights as Level 3.

Nonqualified Deferred Compensation Plan. The Company’s nonqualified deferred compensation plan is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options such as equity funds, international stock funds, capital appreciation funds, money market funds, bond funds, mid-cap value funds and growth funds. The nonqualified deferred compensation plan liability is valued based on quoted market prices of the underlying investments. The Company classifies its nonqualified deferred compensation plan liability as Level 1.

Items Measured on a Recurring Basis. Assets and liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012 are reflected in the following table:

	Fair Value Measurements
	Level 1		Level 2		Level 3	Fair Value
	(dollars expressed in thousands)
June 30, 2013:
Assets:
Available-for-sale investment securities:
U.S. Government sponsored agencies	$	—	274,242		—	274,242
Residential mortgage-backed	—		1,200,146		—	1,200,146
Commercial mortgage-backed	—		872		—	872
State and political subdivisions	—		32,643		—	32,643
Corporate notes	—		194,886		—	194,886
Equity investments	1,473		—		—	1,473
Mortgage loans held for sale	—		45,239		—	45,239
Derivative instruments:
Customer interest rate swap agreements	—		31		—	31
Interest rate lock commitments	—		68		—	68
Forward commitments to sell mortgage-backed securities	—		2,478		—	2,478
Servicing rights	—		—		17,533	17,533
Total	$	1,473	1,750,605		17,533	1,769,611
Liabilities:
Derivative instruments:
Customer interest rate swap agreements	$	—	31		—	31
Nonqualified deferred compensation plan	6,159		—		—	6,159
Total	$	6,159	31		—	6,190
December 31, 2012:
Assets:
Available-for-sale investment securities:
U.S. Government sponsored agencies	$	—	310,429		—	310,429
Residential mortgage-backed	—		1,534,067		—	1,534,067
Commercial mortgage-backed	—		915		—	915
State and political subdivisions	—		4,929		—	4,929
Corporate notes	—		192,365		—	192,365
Equity investments	1,022		—		—	1,022
Mortgage loans held for sale	—		66,133		—	66,133
Derivative instruments:
Customer interest rate swap agreements	—		87		—	87
Interest rate lock commitments	—		1,837		—	1,837
Forward commitments to sell mortgage-backed securities	—		(305	)	—	(305	)
Servicing rights	—		—		14,792	14,792
Total	$	1,022	2,110,457		14,792	2,126,271
Liabilities:
Derivative instruments:
Customer interest rate swap agreements	$	—	87		—	87
Nonqualified deferred compensation plan	6,443		—		—	6,443
Total	$	6,443	87		—	6,530

There were no transfers between Levels 1 and 2 of the fair value hierarchy for the three and six months ended June 30, 2013 and 2012.

The following table presents the changes in Level 3 assets measured on a recurring basis for the three and six months ended June 30, 2013 and 2012:

	Servicing Rights
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013	2012
	(dollars expressed in thousands)
Balance, beginning of period	$	16,175	15,969		14,792	15,380
Total gains or losses (realized/unrealized):
Included in earnings (1)	470		(1,981	)	624	(2,191	)
Included in other comprehensive income	—		—		—	—
Issuances	888		1,194		2,117	1,993
Transfers in and/or out of level 3	—		—		—	—
Balance, end of period	$	17,533	15,182		17,533	15,182

____________________

(1) Gains or losses (realized/unrealized) are included in noninterest income in the consolidated statements of operations.

Items Measured on a Nonrecurring Basis. From time to time, the Company measures certain assets at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis as of June 30, 2013 and December 31, 2012 are reflected in the following table:

	Fair Value Measurements
	Level 1		Level 2	Level 3	Fair Value
	(dollars expressed in thousands)
June 30, 2013:
Assets:
Impaired loans:
Commercial, financial and agricultural	$	—	—	14,654	14,654
Real estate construction and development	—		—	37,272	37,272
Real estate mortgage:
Bank portfolio	—		—	6,549	6,549
Mortgage Division portfolio	—		—	83,314	83,314
Home equity	—		—	4,724	4,724
Multi-family residential	—		—	28,794	28,794
Commercial real estate	—		—	16,861	16,861
Consumer and installment	—		—	33	33
Other real estate and repossessed assets	—		—	78,152	78,152
Total	$	—	—	270,353	270,353
December 31, 2012:
Assets:
Impaired loans:
Commercial, financial and agricultural	$	—	—	18,374	18,374
Real estate construction and development	—		—	40,731	40,731
Real estate mortgage:
Bank portfolio	—		—	8,237	8,237
Mortgage Division portfolio	—		—	86,500	86,500
Home equity	—		—	6,887	6,887
Multi-family residential	—		—	33,863	33,863
Commercial real estate	—		—	26,218	26,218
Consumer and installment	—		—	27	27
Other real estate and repossessed assets	—		—	91,995	91,995
Total	$	—	—	312,832	312,832

Non-Financial Assets and Non-Financial Liabilities. Certain non-financial assets measured at fair value on a nonrecurring basis include other real estate (upon initial recognition or subsequent impairment), non-financial assets and non-financial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment.

Other real estate and repossessed assets measured at fair value upon initial recognition totaled $5.2 million and $12.9 million for the six months ended June 30, 2013 and 2012, respectively. In addition to other real estate and repossessed assets measured at fair value upon initial recognition, the Company recorded write-downs to the balance of other real estate and repossessed assets of $551,000 and $809,000 to noninterest expense for the three and six months ended June 30, 2013, respectively, compared to $4.1 million and $6.3 million for the comparable periods in 2012. Other real estate and repossessed assets were $78.2 million at June 30, 2013, compared to $92.0 million at December 31, 2012.

Fair Value of Financial Instruments. The fair value of financial instruments is management’s estimate of the values at which the instruments could be exchanged in a transaction between willing parties. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial assets including deferred income tax assets, bank premises and equipment and goodwill. Furthermore, the income taxes that would be incurred if the Company were to realize any of the unrealized gains or unrealized losses indicated between the estimated fair values and corresponding carrying values could have a significant effect on the fair value estimates and have not been considered in any of the estimates.

The following summarizes the methods and assumptions used in estimating the fair value of all other financial instruments:

Cash and cash equivalents and accrued interest receivable. The carrying values reported in the consolidated balance sheets approximate fair value.

Held-to-maturity investment securities. The fair value of held-to-maturity investment securities is based on quoted market prices where available. If quoted market prices are not available, the fair value is based on quoted market prices of comparable instruments. The Company classifies its held-to-maturity investment securities as Level 2.

Loans. The fair value of loans held for portfolio uses an exit price concept and reflects discounts the Company believes are consistent with liquidity discounts in the market place. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial and industrial, real estate construction and development, commercial real estate, one-to-four-family residential real estate, home equity and consumer and installment. The fair value of loans is estimated by discounting the future cash flows, utilizing assumptions for prepayment estimates over the loans’ remaining life and considerations for the current interest rate environment compared to the weighted average rate of the loan portfolio. The fair value analysis also includes other assumptions to estimate fair value, intended to approximate those factors a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate. The Company classifies its loans held for portfolio as Level 3.

FRB and FHLB stock. The carrying values reported in the consolidated balance sheets for FRB and FHLB stock, which are carried at cost, represent redemption value and approximate fair value.

Assets of discontinued operations. The carrying values reported in the consolidated balance sheets for assets of discontinued operations approximate fair value. The Company classifies its assets of discontinued operations as Level 2.

Deposits. The fair value of deposits payable on demand with no stated maturity (i.e., noninterest-bearing and interest-bearing demand, and savings and money market accounts) is considered equal to their respective carrying amounts as reported in the consolidated balance sheets. The fair value of demand deposits does not include the benefit that results from the low-cost funding provided by deposit liabilities compared to the cost of borrowing funds in the market. The fair value disclosed for time deposits is estimated utilizing a discounted cash flow calculation that applies interest rates currently being offered on similar deposits to a schedule of aggregated monthly maturities of time deposits. If the estimated fair value is lower than the carrying value, the carrying value is reported as the fair value of time deposits. The Company classifies its time deposits as Level 3.

Other borrowings and accrued interest payable. The carrying values reported in the consolidated balance sheets for variable rate borrowings approximate fair value. The fair value of fixed rate borrowings is based on quoted market prices where available. If quoted market prices are not available, the fair value is based on discounting contractual maturities using an estimate of current market rates for similar instruments. The Company classifies its other borrowings, comprised of securities sold under agreement to repurchase, as Level 1. The carrying values reported in the consolidated balance sheets for accrued interest payable approximate fair value.

Subordinated debentures. The fair value of subordinated debentures is based on quoted market prices of comparable instruments. The Company classifies its subordinated debentures as Level 3.

Liabilities of discontinued operations. The fair value of liabilities of discontinued operations reflects the negotiated purchase price at which the liabilities could be exchanged in a transaction between willing parties, as further described in Note 2 to the consolidated financial statements. The Company classifies its liabilities of discontinued operations as Level 2.

Off-Balance Sheet Financial Instruments. The fair value of commitments to extend credit, standby letters of credit and financial guarantees is based on estimated probable credit losses. The Company classifies its off-balance sheet financial instruments as Level 3.

The estimated fair value of the Company’s financial instruments at June 30, 2013 were as follows:

	June 30, 2013
				Estimated Fair Value
	Carrying Value			Level 1	Level 2	Level 3		Total
	(dollars expressed in thousands)
Financial Assets:
Cash and cash equivalents	$	515,545		515,545	—	—		515,545
Investment securities:
Available for sale	1,704,262			1,473	1,702,789	—		1,704,262
Held to maturity	800,453			—	787,791	—		787,791
Loans held for portfolio	2,690,077			—	—	2,493,483		2,493,483
Loans held for sale	45,239			—	45,239	—		45,239
FRB and FHLB stock	27,674			27,674	—	—		27,674
Derivative instruments	2,577			—	2,577	—		2,577
Accrued interest receivable	18,373			18,373	—	—		18,373
Assets of discontinued operations	39,006			—	39,006	—		39,006
Financial Liabilities:
Deposits:
Noninterest-bearing demand	$	1,198,846		1,198,846	—	—		1,198,846
Interest-bearing demand	636,582			636,582	—	—		636,582
Savings and money market	1,892,903			1,892,903	—	—		1,892,903
Time deposits	1,093,955			—	—	1,094,326		1,094,326
Other borrowings	35,228			35,228	—	—		35,228
Derivative instruments	31			—	31	—		31
Accrued interest payable	55,755			55,755	—	—		55,755
Subordinated debentures	354,172			—	—	267,253		267,253
Liabilities of discontinued operations	550,683			—	502,038	—		502,038
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees	$	(2,779	)	—	—	(2,779	)	(2,779	)

The estimated fair value of the Company’s financial instruments at December 31, 2012 were as follows:

	December 31, 2012
				Estimated Fair Value
	Carrying Value			Level 1	Level 2	Level 3		Total
	(dollars expressed in thousands)
Financial Assets:
Cash and cash equivalents	$	518,846		518,846	—	—		518,846
Investment securities:
Available for sale	2,043,727			1,022	2,042,705	—		2,043,727
Held to maturity	631,553			—	637,024	—		637,024
Loans held for portfolio	2,773,012			—	—	2,572,256		2,572,256
Loans held for sale	66,133			—	66,133	—		66,133
FRB and FHLB stock	27,329			27,329	—	—		27,329
Derivative instruments	1,619			—	1,619	—		1,619
Accrued interest receivable	18,284			18,284	—	—		18,284
Assets of discontinued operations	6,706			—	6,706	—		6,706
Financial Liabilities:
Deposits:
Noninterest-bearing demand	$	1,327,183		1,327,183	—	—		1,327,183
Interest-bearing demand	1,000,666			1,000,666	—	—		1,000,666
Savings and money market	1,880,271			1,880,271	—	—		1,880,271
Time deposits	1,284,727			—	—	1,286,730		1,286,730
Other borrowings	26,025			26,025	—	—		26,025
Derivative instruments	87			—	87	—		87
Accrued interest payable	48,541			48,541	—	—		48,541
Subordinated debentures	354,133			—	—	254,984		254,984
Liabilities of discontinued operations	155,711			—	155,711	—		155,711
Off-Balance Sheet Financial Instruments:
Commitments to extend credit, standby letters of credit and financial guarantees	$	(2,779	)	—	—	(2,779	)	(2,779	)

XML

NOTES PAYABLE AND OTHER BORROWINGS

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

NOTES PAYABLE AND OTHER BORROWINGS

NOTESPAYABLE ANDOTHERBORROWINGS

Notes Payable. On March 20, 2013, the Company entered into a Revolving Credit Note and a Stock Pledge Agreement (the Credit Agreement) with Investors of America Limited Partnership (Investors of America, LP), as further described in Note 16 to the consolidated financial statements. The agreement provides for a $5.0 million secured revolving line of credit to be utilized for general working capital needs. This borrowing arrangement, which has a maturity date of March 31, 2014 and an interest rate of LIBOR plus 300 basis points, is intended to supplement, on a contingent basis, the parent company’s overall level of unrestricted cash to cover the parent company’s projected operating expenses should the parent company's existing cash resources become insufficient in the future. There have been no balances outstanding under the Credit Agreement since its inception.

Other Borrowings. Other borrowings were comprised solely of daily securities sold under agreement to repurchase of $35.2 million and $26.0 million at June 30, 2013 and December 31, 2012, respectively.

XML

STOCKHOLDERS' EQUITY (Schedule of Accumulated Other Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance, beginning of period	$ 40,491	$ 25,916	$ 45,259	$ 16,066	$ 16,066
Other comprehensive income (loss) before reclassifications	(30,697)	7,965	(35,470)	18,154
Amounts reclassified from accumulated other comprehensive income (loss)	(191)	3	(186)	(336)
Net current period other comprehensive income (loss)	(30,888)	7,968	(35,656)	17,818	29,193
Balance, end of period	9,603	33,884	9,603	33,884	45,259
Investment Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance, beginning of period	32,510	25,816	35,186	19,437	19,437
Other comprehensive income (loss) before reclassifications	(16,982)	5,152	(19,663)	11,870
Amounts reclassified from accumulated other comprehensive income (loss)	(191)	3	(186)	(336)
Net current period other comprehensive income (loss)	(17,173)	5,155	(19,849)	11,534
Balance, end of period	15,337	30,971	15,337	30,971
Defined Benefit Pension Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance, beginning of period	(3,514)	(2,612)	(3,544)	(2,633)	(2,633)
Other comprehensive income (loss) before reclassifications	30	21	60	42
Amounts reclassified from accumulated other comprehensive income (loss)	0	0	0	0
Net current period other comprehensive income (loss)	30	21	60	42
Balance, end of period	(3,484)	(2,591)	(3,484)	(2,591)
Deferred Tax Asset Valuation Allowance [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance, beginning of period	11,495	2,712	13,617	(738)	(738)
Other comprehensive income (loss) before reclassifications	(13,745)	2,792	(15,867)	6,242
Amounts reclassified from accumulated other comprehensive income (loss)	0	0	0	0
Net current period other comprehensive income (loss)	(13,745)	2,792	(15,867)	6,242
Balance, end of period	$ (2,250)	$ 5,504	$ (2,250)	$ 5,504

XML

BUSINESS SEGMENT RESULTS

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

BUSINESS SEGMENT RESULTS

BUSINESSSEGMENTRESULTS

The Company’s business segment is First Bank. The reportable business segment is consistent with the management structure of the Company, 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 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 and small business lending. Other financial services include mortgage banking, debit cards, brokerage services, internet banking, remote deposit, mobile banking, ATMs, telephone banking, safe deposit boxes, and trust and private banking services. The revenues generated by First Bank and its subsidiaries consist primarily of interest income generated from the loan and investment security portfolios, service charges and fees generated from deposit products and services, and fees generated by the Company’s mortgage banking and trust and private banking business units. The Company’s products and services are offered to customers primarily within its geographic areas, which include eastern Missouri, southern Illinois, southern and northern California, and Florida’s Bradenton, Palmetto and Longboat Key communities. Certain loan products are available nationwide.

The business segment results are consistent with the Company’s internal reporting system and, in all material respects, with GAAP and practices predominant in the banking industry. The business segment results are summarized as follows:

	First Bank			Corporate, Other and Intercompany Reclassifications				ConsolidatedTotals
	June 30, 2013		December 31, 2012	June 30, 2013		December 31, 2012		June 30, 2013	December 31, 2012
	(dollars expressed in thousands)
Balance sheet information:
Investment securities	$	2,504,715	2,675,280	—		—		2,504,715	2,675,280
Total loans	2,820,949		2,930,747	—		—		2,820,949	2,930,747
FRB and FHLB stock	27,674		27,329	—		—		27,674	27,329
Goodwill	107,267		125,267	—		—		107,267	125,267
Assets of discontinued operations	39,006		6,706	—		—		39,006	6,706
Total assets	6,202,250		6,495,226	14,668		13,900		6,216,918	6,509,126
Deposits	4,824,797		5,495,624	(2,511	)	(2,777	)	4,822,286	5,492,847
Other borrowings	35,228		26,025	—		—		35,228	26,025
Subordinated debentures	—		—	354,172		354,133		354,172	354,133
Liabilities of discontinued operations	550,683		155,711	—		—		550,683	155,711
Stockholders’ equity	739,406		751,252	(468,607	)	(451,293	)	270,799	299,959

	First Bank					Corporate, Other and Intercompany Reclassifications				Consolidated Totals
	Three Months Ended					Three Months Ended				Three Months Ended
	June 30,					June 30,				June 30,
	2013			2012		2013		2012		2013		2012
	(dollars expressed in thousands)
Income statement information:
Interest income	$	43,732		51,142		—		—		43,732		51,142
Interest expense	2,244			3,934		3,731		3,681		5,975		7,615
Net interest income (loss)	41,488			47,208		(3,731	)	(3,681	)	37,757		43,527
Provision for loan losses	—			—		—		—		—		—
Net interest income (loss) after provision for loan losses	41,488			47,208		(3,731	)	(3,681	)	37,757		43,527
Noninterest income	18,831			15,746		112		109		18,943		15,855
Noninterest expense	44,025			49,497		118		368		44,143		49,865
Income (loss) from continuing operations before (benefit) provision for income taxes	16,294			13,457		(3,737	)	(3,940	)	12,557		9,517
(Benefit) provision for income taxes	(128		)	(351	)	(217	)	472		(345	)	121
Net income (loss) from continuing operations, net of tax	16,422			13,808		(3,520	)	(4,412	)	12,902		9,396
Loss from discontinued operations, net of tax	(3,334		)	(2,273	)	—		—		(3,334	)	(2,273	)
Net income (loss)	13,088			11,535		(3,520	)	(4,412	)	9,568		7,123
Net income (loss) attributable to noncontrolling interest in subsidiary	105			(385	)	—		—		105		(385	)
Net income (loss) attributable to First Banks, Inc.	$	12,983		11,920		(3,520	)	(4,412	)	9,463		7,508

	First Bank					Corporate, Other and Intercompany Reclassifications				Consolidated Totals
	Six Months Ended					Six Months Ended				Six Months Ended
	June 30,					June 30,				June 30,
	2013			2012		2013		2012		2013		2012
	(dollars expressed in thousands)
Income statement information:
Interest income	$	87,718		102,986		—		21		87,718		103,007
Interest expense	4,717			8,405		7,407		7,364		12,124		15,769
Net interest income (loss)	83,001			94,581		(7,407	)	(7,343	)	75,594		87,238
Provision for loan losses	—			2,000		—		—		—		2,000
Net interest income (loss) after provision for loan losses	83,001			92,581		(7,407	)	(7,343	)	75,594		85,238
Noninterest income	34,115			32,698		223		181		34,338		32,879
Noninterest expense	87,888			98,650		302		709		88,190		99,359
Income (loss) from continuing operations before provision (benefit) for income taxes	29,228			26,629		(7,486	)	(7,871	)	21,742		18,758
Provision (benefit) for income taxes	20			(219	)	—		435		20		216
Net income (loss) from continuing operations, net of tax	29,208			26,848		(7,486	)	(8,306	)	21,722		18,542
Loss from discontinued operations, net of tax	(5,398		)	(4,581	)	—		—		(5,398	)	(4,581	)
Net income (loss)	23,810			22,267		(7,486	)	(8,306	)	16,324		13,961
Net income (loss) attributable to noncontrolling interest in subsidiary	151			(445	)	—		—		151		(445	)
Net income (loss) attributable to First Banks, Inc.	$	23,659		22,712		(7,486	)	(8,306	)	16,173		14,406

XML

INCOME TAXES

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOMETAXES

The realization of the Company’s net deferred tax assets is based on the expectation of future taxable income and the utilization of tax planning strategies. The Company has a full valuation allowance against its net deferred tax assets at June 30, 2013 and December 31, 2012. The deferred tax asset valuation allowance was recorded in accordance with ASC Topic 740, “Income Taxes.” Under ASC Topic 740, the Company is required to assess whether it is “more likely than not” that some portion or all of its deferred tax assets will not be realized. Pursuant to ASC Topic 740, concluding that a deferred tax asset valuation allowance is not required is difficult when there is significant evidence which is objective and verifiable, such as the lack of recoverable taxes, excess of reversing deductible differences over reversing taxable differences and cumulative losses in recent years. If, in the future, the Company generates taxable income on a sustained basis, management may conclude the deferred tax asset valuation allowance is no longer required, which would result in the reversal of a portion or all of the deferred tax asset valuation allowance, which would be reflected as a benefit for income taxes in the consolidated statements of operations.

A summary of the Company’s deferred tax assets and deferred tax liabilities at June 30, 2013 and December 31, 2012 is as follows:

	June 30, 2013			December 31, 2012
	(dollars expressed in thousands)
Gross deferred tax assets	$	407,156		405,266
Valuation allowance	(390,835		)	(376,224	)
Deferred tax assets, net of valuation allowance	16,321			29,042
Deferred tax liabilities	23,754			36,182
Net deferred tax liabilities	$	(7,433	)	(7,140	)

The Company’s valuation allowance was $390.8 million and $376.2 million at June 30, 2013 and December 31, 2012, respectively. At June 30, 2013 and December 31, 2012, for federal income tax purposes, the Company had net operating loss carryforwards of approximately $611.0 million and $597.7 million, respectively. At June 30, 2013 and December 31, 2012, for state income tax purposes, the Company had net operating loss carryforwards of approximately $800.8 million and $786.4 million, respectively, and a related deferred tax asset of $68.4 million and $65.9 million, respectively.

At June 30, 2013 and December 31, 2012, the Company’s unrecognized tax benefits for uncertain tax positions, excluding interest and penalties, were $836,000 and $1.1 million, respectively. At June 30, 2013 and December 31, 2012, the total amount of unrecognized tax benefits that would affect the provision for income taxes, prior to the consideration of the deferred tax asset valuation allowance, was $551,000 and $740,000, respectively. It is the Company’s policy to separately disclose any interest or penalties arising from the application of federal or state income taxes. Interest related to unrecognized tax benefits is included in interest expense and penalties related to unrecognized tax benefits are included in noninterest expense. At June 30, 2013 and December 31, 2012, interest accrued for unrecognized tax positions was $121,000 and $116,000, respectively. The Company recorded a reduction of interest expense of $7,000 and interest expense of $5,000 related to unrecognized tax benefits for the three and six months endedJune 30, 2013, respectively, compared to interest expense of $20,000 and $36,000 for the comparable periods in 2012. There were no penalties for uncertain tax positions accrued at June 30, 2013 and December 31, 2012, nor did the Company recognize any expense for penalties during the three and six months endedJune 30, 2013 and 2012.

The Company continually evaluates the unrecognized tax benefits associated with its uncertain tax positions. It is reasonably possible that the remaining total unrecognized tax benefits as of June 30, 2013 could decrease by an additional $165,000 by December 31, 2013 as a result of the lapse of statutes of limitations or potential settlements with the federal and state taxing authorities, of which the impact to the provision for income taxes, prior to the consideration of the deferred tax asset valuation allowance, is estimated to be approximately $108,000. It is also reasonably possible that this decrease could be substantially offset by new matters arising during the same period.

The Company files consolidated and separate income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. Management of the Company believes the accrual for tax liabilities is adequate for all open audit years based on its assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. This assessment relies on estimates and assumptions. The Company’s federal income tax returns through 2008 have been examined by the IRS. Years subsequent to 2008 could contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, timing or inclusion of revenue and expenses. The Company has recorded a tax benefit only for those positions that meet the “more likely than not” standard. The Company’s current estimate of the resolution of various state examinations, none of which are in process, is reflected in accrued income taxes; however, final settlement of the examinations or changes in the Company’s estimate may result in future income tax expense or benefit.

The Company is no longer subject to U.S. federal and Illinois income tax examination for the years prior to 2009 and is no longer subject to California, Florida, Missouri and various other state income tax examination by the tax authorities for the years prior to 2008. The Company had a federal tax examination for tax years through 2008, which was closed during 2010, and a California tax examination for the 2004 and 2005 tax years, which was closed during 2008. An Illinois tax examination of the 2007 and 2008 tax years was completed during 2011 with no changes to the returns as originally filed. A California tax examination for the 2005 and 2006 tax years was completed during 2012 with no changes to the amended returns as filed. The Company is currently under examination of the 2007 and 2008 tax years for its Texas returns. While the statute of limitations for the 2008 tax year has expired for the majority of the states in which the Company is subject to income tax, the Company generated net operating loss carryforwards in 2008 which, if realized, are subject to examination in order to validate the net operating loss carryforward. Thus, while closed, the 2008 tax year for these states is still subject to examination. The statute of limitations will expire for 2008 when the statute of limitations expires for the year the net operating loss carryforward is realized.

XML

DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Jun. 30, 2013	Jul. 31, 2013
Entity Registrant Name	FIRST BANKS, INC
Entity Central Index Key	0000710507
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Trading Symbol	fbspra
Entity Common Stock, Shares Outstanding		23,661
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

EARNINGS (LOSS) PER COMMON SHARE

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER COMMON SHARE

EARNINGS(LOSS)PERCOMMONSHARE

The following is a reconciliation of basic and diluted earnings (loss) per share (EPS) for the three and six months endedJune 30, 2013 and 2012:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013			2012		2013		2012
	(dollars in thousands, except share and per share data)
Basic:
Net income from continuing operations attributable to First Banks, Inc.	$	12,797		9,781		21,571		18,987
Preferred stock dividends declared and undeclared	(4,947		)	(4,690	)	(9,828	)	(9,317	)
Accretion of discount on preferred stock	(908		)	(883	)	(1,806	)	(1,767	)
Net income from continuing operations attributable to common stockholders	6,942			4,208		9,937		7,903
Net loss from discontinued operations attributable to common stockholders	(3,334		)	(2,273	)	(5,398	)	(4,581	)
Net income available to First Banks, Inc. common stockholders	$	3,608		1,935		4,539		3,322
Weighted average shares of common stock outstanding	23,661			23,661		23,661		23,661
Basic earnings per common share – continuing operations	$	293.39		177.84		419.98		334.02
Basic loss per common share – discontinued operations	$	(140.90	)	(96.06	)	(228.14	)	(193.61	)
Basic earnings per common share	$	152.49		81.78		191.84		140.41
Diluted:
Net income from continuing operations attributable to common stockholders	$	6,942		4,208		9,937		7,903
Net loss from discontinued operations attributable to common stockholders	(3,334		)	(2,273	)	(5,398	)	(4,581	)
Net income available to First Banks, Inc. common stockholders	3,608			1,935		4,539		3,322
Effect of dilutive securities – Class A convertible preferred stock	—			—		—		—
Diluted income available to First Banks, Inc. common stockholders	$	3,608		1,935		4,539		3,322
Weighted average shares of common stock outstanding	23,661			23,661		23,661		23,661
Effect of diluted securities – Class A convertible preferred stock	—			—		—		—
Weighted average diluted shares of common stock outstanding	23,661			23,661		23,661		23,661
Diluted earnings per common share – continuing operations	$	293.39		177.84		419.98		334.02
Diluted loss per common share – discontinued operations	$	(140.90	)	(96.06	)	(228.14	)	(193.61	)
Diluted earnings per common share	$	152.49		81.78		191.84		140.41

XML

SERVICING RIGHTS (Details Textual) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Mortgage Banking [Member]
Servicing Assets at Fair Value [Line Items]
Servicing Portfolio	$ 1,300.0	$ 1,270.0
SBA [Member]
Servicing Assets at Fair Value [Line Items]
Servicing Portfolio	$ 147.1	$ 159.6

XML

SERVICING RIGHTS (Schedule of Servicing Assets at Fair Value (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Mortgage Banking [Member]
Servicing Assets at Fair Value [Line Items]
Balance, beginning of period	$ 10,652		$ 9,713		$ 9,152		$ 9,077
Originated servicing rights	888		1,194		2,117		1,993
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model	1,453	[1]	(1,316)	[1]	2,307	[1]	(799)	[1]
Other changes in fair value	(652)	[2]	(632)	[2]	(1,235)	[2]	(1,312)	[2]
Balance, end of period	12,341		8,959		12,341		8,959
SBA [Member]
Servicing Assets at Fair Value [Line Items]
Balance, beginning of period	5,523		6,256		5,640		6,303
Originated servicing rights	0		0		0		0
Change in fair value resulting from changes in valuation inputs or assumptions used in valuation model	(58)	[1]	142	[1]	(36)	[1]	289	[1]
Other changes in fair value	(273)	[2]	(175)	[2]	(412)	[2]	(369)	[2]
Balance, end of period	$ 5,192		$ 6,223		$ 5,192		$ 6,223

[1] The change in fair value resulting from changes in valuation inputs or assumptions used in valuation model primarily reflects the change in discount rates and prepayment speed assumptions, primarily due to changes in interest rates.

[2] Other changes in fair value reflect changes due to the collection/realization of expected cash flows over time.