8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

May 2, 2014

Date of Report (Date of earliest event reported)

FIRST BANKS, INC.

(Exact name of registrant as specified in its charter)

MISSOURI	001-31610	43-1175538
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

(314) 854-4600

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On May 2, 2014, First Banks, Inc. (the "Company") issued a press release announcing its financial results for the three months ended March 31, 2014, a copy of which is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 2, 2014, the Board of Directors of the Company (the “Board”) approved amendments (the “Amendments”) to and a restatement of the Company’s Bylaws (the “Bylaws”), which were effective immediately upon such approval by the Board. The principal features of the Amendments are summarized below.

An amendment to Article III, Section 2 provides that the Company may hold its annual meeting of shareholders on such date and at such time as may be designated by the Board of Directors each year. Several sections of the Bylaws, including Article III, Sections 3 and 5, Article V, Section 1 and Article VI, Sections 1 and 2 were amended to specifically address the rights of holders of preferred stock. These amendments include a clarification of the determination of a quorum with respect to each matter that may come before a meeting of the shareholders. An amendment to Article III, Section 4 lengthens the advance notice period for a shareholders meeting from fifty to seventy days and clarifies that notice be given to shareholders entitled to vote at such meeting. An amendment to Article V, Section 1 provides a majority vote standard for all matters submitted to a vote of shareholders including the election of directors (instead of plurality voting) and eliminates cumulative voting. In addition, amendments to Article VI, Section 12 and Article XI, Section 1 expressly permit use of electronic notification and consents as permitted by applicable law.

The foregoing is only a summary of the principal features of the Amendments and is qualified in its entirety by reference to the amended Bylaws and a copy of the Bylaws marked to show changes from the Bylaws in effect prior to the Amendments, which are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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

At the Annual Meeting of Shareholders of the Company that was held on May 2, 2014, the following individuals were unanimously re-elected as directors of the Company by the shareholders entitled to vote on such matter:

James F. Dierberg

Michael J. Dierberg

Allen H. Blake

James A. Cooper

Terrance M. McCarthy

Douglas H. Yaeger

Each of our directors identified above was elected to serve a one-year term and until his successor has been duly elected and qualified for office.

No vote was conducted with respect to the election of John S. Poelker and Guy Rounsaville, Jr. as directors of the Company as the number of shares entitled to vote on such matter at the meeting was insufficient to constitute a quorum. Messrs. Poelker and Rounsaville will each continue to serve as a director until his successor has been duly elected and qualified.

Item 9.01	Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
Number	Description
3.1	Bylaws of the Company, as amended effective as of May 2, 2014 - filed herewith.
3.2	Bylaws of the Company, marked to show amendments effective as of May 2, 2014 - filed herewith.
99	Press Release issued on May 2, 2014 – filed herewith.

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SIGNATURE

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

		FIRST BANKS, INC.
Date:	May 2, 2014	By:	/s/	Terrance M. McCarthy
				Terrance M. McCarthy
				President and Chief Executive Officer

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Exhibit Index

Exhibit
Number	Description
3.1	Bylaws of the Company, as amended effective as of May 2, 2014.
3.2	Bylaws of the Company, marked to show amendments effective as of May 2, 2014.
99	Press Release issued on May 2, 2014.

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EX-3.1

Exhibit 3.1

May 2, 2014

BYLAWS

OF

FIRST BANKS, INC.

ARTICLE I

OFFICES

1.    Principal Office. The principal office of the Corporation shall be located at such place, either within or without the State of Missouri, as the Board of Directors shall designate from time to time.

2.    Registered Office and Agent. The Corporation shall have and continuously maintain a registered office and a registered agent within the State of Missouri. The Board of Directors, from time to time by resolution, may change the registered agent and the address of the registered office.

3.    Additional Offices. The Corporation may also have offices and branch offices at such other places as the Board of Directors from time to time may designate or the business of the Corporation may require.

ARTICLE II

SEAL

The seal of the Corporation shall be a circular impression with the name of the Corporation in the upper portion of the rim thereof, the word “MISSOURI” in the lower portion of the rim thereof, and the word “SEAL” in the center. The corporate seal, or a facsimile thereof, may be impressed or affixed or in any manner reproduced. The Board of Directors, by resolution, may change the form of the corporate seal from time to time.

ARTICLE III

MEETINGS OF SHAREHOLDERS

1.    Place. All meetings of the shareholders shall be held at such place within or without the State of Missouri as may be designated by the Board of Directors at a meeting held not less than ten days prior to such meeting of shareholders. In the event the Board of Directors fails to designate a place for the meeting to be held, then the meeting shall be held at the principal office of the Corporation. Anything to the contrary in this Article III notwithstanding, any meeting of shareholders called expressly for the purpose of removing one or more directors shall be held at the registered office or principal business office of the Corporation in this state or in the city or county in this state in which the principal business office of the Corporation is located.

2.    Annual Meeting. An annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at such place as may be determined by the Board of Directors, on the last Wednesday in April in each year, if not a holiday, and if a legal holiday, then on the next day not a legal holiday, or such other date, and at such time, as may be designated by the Board of Directors each year.

3.    Special Meetings. Special meetings of the shareholders will be called by the Secretary upon request of the Chairman of the Board, President or a majority of the members of the Board of Directors or upon the request of the holders of not less than one-fifth of the outstanding shares of the Corporation’s stock entitled to vote on the matter or matters to be considered at such meeting.

4.    Notice. Notice, given as provided in Article XI of these Bylaws, of each meeting of shareholders, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, is required to be delivered or given, as provided in Article XI of these Bylaws, to each shareholder of record entitled to vote at such meeting not less than ten nor more than seventy days prior to the date of said meeting.

5.    Quorum. The holders of a majority of the shares of stock issued and outstanding and entitled to vote at any meeting, present in person or represented by proxy, constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. Where a separate vote by a class or classes or series of stock is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. In the absence of such quorum, the holders of a majority of shares issued and outstanding and entitled to vote at such meeting present and voting at said meeting, either in person or by proxy, have the right successively to adjourn the meeting to a specified date not longer than ninety days after such adjournment, and no notice of such adjournment need be given to shareholders not present at the meeting. Every decision which shall have received the favorable vote of a majority of the votes cast in connection therewith at any meeting of the shareholders at which a quorum was present shall be valid as a corporate act unless a larger vote is required by law, by the Articles of Incorporation or by these Bylaws.

6.    Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE IV

VOTING PROCEDURE

1.    List of Voters. The officers having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting at least ten days before such meeting. Said list shall be arranged in alphabetical order with the address and the number of shares held by each. Said list shall be kept on file at the registered office or the principal place of business of the Corporation within the State of Missouri, at least ten days prior to such meeting, and shall be open to the inspection of any shareholder during said period and up to the adjournment of the meeting. The original share ledger or transfer book or a duplicate thereof kept in the State of Missouri shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

2.    Inspectors. Every meeting of the shareholders shall be called to order by the Chairman of the Board, President, Secretary or persons calling said meeting. If the object of said meeting be to elect directors or to take a vote of the shareholders on any proposition, then, if requested to do so by any officer of the Corporation or the holders of a majority of shares present at such meeting, in person or by proxy, the person presiding at said meeting shall appoint not less than two persons who are not directors as inspectors to receive and canvass the votes given at such meeting and certify the results to the person presiding. In all

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cases where the right to vote upon any share or shares shall be questioned, it shall be the duty of the inspectors or the persons conducting the vote to require the transfer books as evidence of shares held and all shares that may appear standing thereon in the name of any person or persons shall be entitled to be voted upon by such person or persons directly to themselves or by proxy.

3.    Inspectors’ Oath. Any inspector, before he shall enter upon the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: “I do solemnly swear that I will execute the duties of an inspector of the election now to be held with strict impartiality and according to the best of my ability.”

4.    Close of Transfer Books. At each meeting of the shareholders, whether annual or special, the transfer books of the Corporation shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder. The Board of Directors shall have the power to close the transfer books, or fix in advance a date not exceeding seventy days preceding the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting. If the Board of Directors shall not have closed the transfer books of its stockholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting and any adjournment of the meeting.

ARTICLE V

VOTERS

1.    Eligible Voters. Any shareholder owning one or more shares of stock entitled to vote on a matter at any meeting of shareholders on record in the stock books of the Corporation on the record date or on the date of closing of the transfer books of the Corporation as provided in paragraph 4 of Article IV of these Bylaws shall be eligible to vote at such meeting of shareholders; provided, however, that no person shall be admitted to vote on any shares belonging or hypothecated to the Corporation. On each matter submitted to a vote, including the election of directors, each such shareholder entitled to vote on such matter shall have as many votes as he has shares of stock in this Corporation.All cumulative voting rights are hereby denied, so that no stock or other security of the Corporation shall carry with it and no holder or owner of any share or shares of such stock or security shall have any right to cumulative voting in the election of directors or for any other purpose. The foregoing provisions within this paragraph are not intended to modify or prohibit any provisions of any voting trust or agreement between or among holders or owners of shares of stock or other securities of the Corporation.

2.    Proxies. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of execution unless otherwise provided in the proxy.

ARTICLE VI

BOARD OF DIRECTORS

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1.    Management and Number. The property, business and affairs of the Corporation shall be controlled and managed by or under the direction of a Board of Directors. Three directors shall constitute the first Board of Directors. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, thereafter the number of directors on the Board of Directors shall be fixed, from time to time, by resolutions adopted by the Board, but shall not be less than three persons.

2.    Election and Vacancies. At each annual meeting the shareholders shall elect the members of the Board of Directors. Each director elected shall hold office for a term of one year and thereafter until his successor shall have been elected and qualify, unless he shall be removed by action of the shareholders. Subject to the rights of the holders of any series of preferred stock then outstanding, whenever any vacancy on the Board of Directors shall occur for any reason, a majority of the remaining directors then in office, even if that majority is less than a majority of the entire Board of Directors, may fill the vacancy or vacancies so created until a successor or successors shall be duly elected by the shareholders and shall qualify.

3.    Removal for Failure to Meet Qualifications. Any director of the Corporation may be removed for cause by action of a majority of the entire Board of Directors if the director to be removed, at the time of removal, shall fail to meet the qualifications stated in the Articles of Incorporation or these Bylaws for election as a director or shall be in breach of any agreement between such director and the Corporation relating to such director’s services as a director or employee of the Corporation. Notice of any proposed removal shall be given to all directors of the Corporation prior to action thereon.

4.    Quorum. A majority of the directors shall constitute a quorum for the transaction of business by the Board of Directors. Any act or decision of the majority of the directors present at a meeting at which a quorum is present shall be the act or decision of the Board of Directors.

5.    Place of Meetings. Meetings of directors shall be held at the principal office of the Corporation or such other place or places, either within or without the State of Missouri, as may be agreed upon by the Board of Directors. Members of the Board of Directors may also participate in meetings of the board by means of conference telephone or other communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall be deemed presence in person at the meeting for all purposes.

6.    Regular and Special Meetings. Regular meetings of the Board of Directors shall be held as frequently and at such time and place as may be determined by the Board of Directors from time to time. Special meetings of the Board of Directors shall be called by the Secretary at any time on request of the Chairman of the Board or President or two members of the Board of Directors.

7.    Notice. Regular meetings of the Board of Directors may be held without notice. Special meetings of the Board of Directors may be held upon one (1) day notice, given as provided in Article XI of these Bylaws.

8.    Interest in Transactions. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors,

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even though the disinterested directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized or approved by the Board of Directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee which authorizes the contract or transaction.

9.    Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

10.    Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

11.    Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one or more committees, each committee to be composed of two or more members of the Board of Directors. Each such committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation.

12.    Informal Action by Directors. Any action which is required to be or may be taken at a meeting of the directors or any committee of the Board of Directors, may be taken without a meeting if, setting forth the action so taken, all members of the Board of Directors or the committee, as the case may be, consent thereto in writing or by electronic transmission. The consents shall have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document filed under the provisions of The General and Business Corporation Law of Missouri. The Secretary shall file, the consents with the minutes the meetings of the Board of Directors or the committee, as the case may be.

ARTICLE VII

OFFICERS

1.    Officers. The Officers of the Corporation shall be a President and a Secretary, and such other additional officers, including Chairman of the Board, Vice-Presidents, a Treasurer, and Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same individual.

2.    Election and Term. The President and Secretary shall be elected by a majority of the whole number of the Board of Directors, and shall hold office at the pleasure of the Board of Directors. At any meeting the Board of Directors may elect such other officers and agents as it shall deem necessary, who shall hold office at the pleasure of the Board of Directors, and who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board of Directors.

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3.    Removal. Any officer elected by the Board of Directors may be removed by the affirmative vote of a majority of the entire Board of Directors whenever in its judgment the interests of the Corporation will be served thereby.

ARTICLE VIII

DUTIES OF OFFICERS

1.    Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors except as may be otherwise required under the law of Missouri. He shall act in an advisory capacity with respect to matters of policy and other matters of importance pertaining to the affairs of the Corporation. He, alone or with the President and/or the Secretary or Assistant Secretary, shall sign and send out reports and other messages which are to be sent to stockholders from time to time. He shall also perform such other duties as may be assigned to him by these Bylaws and the Board of Directors.

2.    President. The President shall be the chief operating officer and perform such duties as shall be assigned to him and shall exercise such powers as may be granted to him by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. The President shall execute all bonds, mortgages, conveyances and other contracts requiring the seal of the Corporation. In the absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board of Directors with the same force and effect as if performed by the Chairman of the Board and shall be subject to all restrictions imposed upon him.

3.    Chief Executive Officer. The Chief Executive Officer shall have the general and active management and supervision of the business of the Corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also perform such other duties as may be assigned to him by these Bylaws or by the Board of Directors.

4.    Vice Presidents. The Senior Vice President, if any and the Vice Presidents shall perform such duties as shall be assigned to them and shall exercise such powers as may be granted to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President of the Corporation.

5.    Secretary. The Secretary shall attend all meetings of the shareholders and of the Board of Directors and act as clerk thereof, and shall record all votes and the minutes of all proceedings in a minute book to be kept for that purpose. He shall keep in safe custody the seal of the Corporation, and when authorized by the Chairman of the Board of Directors, Chief Executive Officer, the President or a Vice-President, he shall affix the seal to any instrument requiring the seal, and, when so ordered, add his signature as an attestation thereof. He shall give, or cause to be given, a notice as required of all meetings of the shareholders and of the Board of Directors. He shall keep or cause to be kept a stock certificate and transfer book and a list of all the shareholders and their respective addresses. He shall perform such other duties as may be prescribed from time to time by the Board of Directors.

6.    Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books of the Corporation to be maintained by him for such purpose; he shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in depositories designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors.

7.    Delegation of Power. In case of absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board may delegate the powers or duties of such

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officer to any other officer or to any director for the time being, provided a majority of the entire Board concurs therein.

ARTICLE IX

CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.    Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

2.    Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3.    Checks, drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

4.    Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE X

CERTIFICATES OF STOCK AND TRANSFERS

1.    Issuance. Certificates of stock of the Corporation shall be issued and signed by the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall bear the corporate seal. Any and all of the foregoing signatures may be facsimile. Such seal may be facsimile, engraved or printed. Certificates shall be numbered consecutively and registered as they are issued. They shall indicate, upon their face, among other things, the owner’s name, the number and class of shares of stock represented by the certificate, the par value of shares of such class, the date of its issuance and the manner in which the shares may be transferred.

2.    Transfers. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing, and upon surrender of such certificate properly endorsed.

3.    Transfer Books. Proper books shall be kept under the direction of the Secretary, showing the ownership and transfer of all certificates of stock. The Board of Directors shall have power to close said transfer books of the Corporation for a period not exceeding seventy days preceding the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion of shares shall go into effect. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date not exceeding seventy days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of shares. In such case, such shareholders and only such shareholders as shall have been

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shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date fixed as aforesaid.

4.    Holders of Record. The Corporation shall be entitled to treat the holder of record of any shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Missouri.

ARTICLE XI

NOTICE

1.    Notice Deemed Given. Whenever under the provisions of these Bylaws notice is required to be delivered to any director, officer or shareholder, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, or dispatched by telecopy or prepaid telegram, or by electronic transmission, addressed to such individual at his address as it appears on the records of the Corporation, or when delivered in person to the individual. For purposes of these Bylaws, written notice shall include, but not be limited to, notice by “electronic transmission,” which shall mean any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

2.    Attendance as Waiver. Notice of any meeting required to be given under the provisions of these Bylaws or the laws of the State of Missouri shall be deemed waived by the attendance at such meeting of the party or parties entitled to notice thereof, except where a party or parties attend a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

3.    Waiver of Notice. Any notice required to be given under the provisions of these Bylaws or the laws of the State of Missouri may be waived by the persons entitled thereto signing a waiver of notice before or after the time of said meeting, and such waiver shall be deemed equivalent to the giving of such notice. Such waiver of notice may be executed in person by the party entitled thereto or by his agent duly authorized in writing so to do.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December in each year.

ARTICLE XIII

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

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EX-3.2

Exhibit 3.2

May 2, 2014

BYLAWS

OF

FIRST BANKS, INC.

ARTICLE I

OFFICES

1.    Principal Office. The principal office of the Corporation shall be located at such place, either within or without the State of Missouri, as the Board of Directors shall designate from time to time.

2.    Registered Office and Agent. The Corporation shall have and continuously maintain a registered office and a registered agent within the State of Missouri. The Board of Directors, from time to time by resolution, may change the registered agent and the address of the registered office.

3.    Additional Offices. The Corporation may also have offices and branch offices at such other places as the Board of Directors from time to time may designate or the business of the Corporation may require.

ARTICLE II

SEAL

The seal of the Corporation shall be a circular impression with the name of the Corporation in the upper portion of the rim thereof, the word “MISSOURI” in the lower portion of the rim thereof, and the word “SEAL” in the center. The corporate seal, or a facsimile thereof, may be impressed or affixed or in any manner reproduced. The Board of Directors, by resolution, may change the form of the corporate seal from time to time.

ARTICLE III

MEETINGS OF SHAREHOLDERS

1.    Place. All meetings of the shareholders shall be held at such place within or without the State of Missouri as may be designated by the Board of Directors at a meeting held not less than ten days prior to such meeting of shareholders. In the event the Board of Directors fails to designate a place for the meeting to be held, then the meeting shall be held at the principal office of the Corporation. Anything to the contrary in this Article III notwithstanding, any meeting of shareholders called expressly for the purpose of removing one or more directors shall be held at the registered office or principal business office of the Corporation in this state or in the city or county in this state in which the principal business office of the Corporation is located.

2.    Annual Meeting. An annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at such place as may be determined by the Board of Directors,on the last Wednesday ofin April beginning in 1993. If such day isin each year, if not a holiday, and if a legal holiday, then the annual meeting will be heldon

the next business dayday not a legal holiday, or such other date, and at such time, as may be designated by the Board of Directors each year.

3.    Special Meetings. Special meetings of the shareholders will be called by the Secretary upon request of the Chairman of the Board, President or a majority of the members of the Board of Directors or upon the request of the holders of not less than one-fifth of the outstanding shares of the Corporation’s stock entitled to vote on the matter or matters to be considered at such meeting.

4.    Notice. Notice, given as provided in Article XI of these Bylaws, of each meeting of shareholders, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, is required to be delivered or given, as provided in Article XI of these Bylaws, to each shareholder of record entitled to vote at such meeting not less than ten nor more than fiftyseventy days prior to the date of said meeting.

5.    Quorum. The holders of a majority of the shares of stock issued and outstanding and entitled to vote at any meeting, present in person or represented by proxy, constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws; provided, however,. Where a separate vote by a class or classes or series of stock is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that invote on that matter. In the absence of such quorum, the holders of a majority of such sharesshares issued and outstanding and entitled to vote at such meeting present and voting at said meeting, either in person or by proxy, have the right successively to adjourn the meeting to a specified date not longer than ninety days after such adjournment, and no notice of such adjournment need be given to shareholders not present at the meeting. Every decision which shall have received the favorable vote of a majority of the votes cast in connection therewith at any meeting of the shareholders at which a quorum was present shall be valid as a corporate act unless a larger vote is required by law, by the Articles of Incorporation or by these Bylaws.

6.    Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE IV

VOTING PROCEDURE

1.    List of Voters. The officers having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting at least ten days before such meeting. Said list shall be arranged in alphabetical order with the address and the number of shares held by each. Said list shall be kept on file at the registered office or the principal place of business of the Corporation within the State of Missouri, at least ten days prior to such meeting, and shall be open to the inspection of any shareholder during said period and up to the adjournment of the meeting. The original share ledger or transfer book or a duplicate thereof kept in the State of Missouri shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

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2.    Inspectors. Every meeting of the shareholders shall be called to order by the Chairman of the Board, President, Secretary or persons calling said meeting. If the object of said meeting be to elect directors or to take a vote of the shareholders on any proposition, then, if requested to do so by any officer of the Corporation or the holders of a majority of shares present at such meeting, in person or by proxy, the person presiding at said meeting shall appoint not less than two persons who are not directors as inspectors to receive and canvass the votes given at such meeting and certify the results to the person presiding. In all cases where the right to vote upon any share or shares shall be questioned, it shall be the duty of the inspectors or the persons conducting the vote to require the transfer books as evidence of shares held and all shares that may appear standing thereon in the name of any person or persons shall be entitled to be voted upon by such person or persons directly to themselves or by proxy.

3.    Inspectors’ Oath. Any inspector, before he shall enter upon the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: “I do solemnly swear that I will execute the duties of an inspector of the election now to be held with strict impartiality and according to the best of my ability.”

4.    Close of Transfer Books. At each meeting of the shareholders, whether annual or special, the transfer books of the Corporation shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder. The Board of Directors shall have the power to close the transfer books, or fix in advance a date not exceeding seventy days preceding the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting. If the Board of Directors shall not have closed the transfer books of its stockholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting and any adjournment of the meeting.

ARTICLE V

VOTERS

1.    Eligible Voters. Any shareholder owning one or more shares of stockentitled to vote on a matter at any meeting of shareholders on record in the stock books of the Corporation on the record date or on the date of closing of the transfer books of the Corporation as provided in paragraph 4 of Article IV of these Bylaws shall be eligible to vote at anysuch meeting of shareholders; provided, however, that no person shall be admitted to vote on any shares belonging or hypothecated to the Corporation. On each matter submitted to a vote, including the election of directors,each such shareholder entitled to vote on such matter shall have as many votes as he has shares of stock in this Corporation.But in all elections for directors of this Corporation, each such shareholder shall have the right to cast as many votes in the aggregate as shall equal the number ofAll cumulativevoting sharesrights are hereby denied,so held by him in the Corporation, multiplied by the numberthat no stock or other security of the Corporation shall carry with it and no holder or owner of any share or shares of such stock or security shall have any right to cumulative voting in the election of directorsto be elected at such election, and each such shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute themor for any other purpose. The foregoing provisions within this paragraph are not intended to modify

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or prohibit any provisions of any voting trust or agreement between or among two or more candidates; and such directors shall be elected in no other manner.holders or owners of shares of stock or other securities of the Corporation.

2.    Proxies. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of execution unless otherwise provided in the proxy.

ARTICLE VI

BOARD OF DIRECTORS

1.    Management and Number. The property, business and affairs of the Corporation shall be controlled and managed by or under the direction ofa Board of Directors. Three directors shall constitute the first Board of Directors. ThereafterSubject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, thereafter the number of directors on the Board of Directors shall be fixed, from time to time, by resolutions adopted by the Board, but shall not be less than three persons.

2.    Election and Vacancies. At each annual meeting the shareholders shall elect the members of the Board of Directors. Each director elected shall hold office for a term of one year and thereafter until his successor shall have been elected and qualify, unless he shall be removed by action of the shareholders. WheneverSubject to the rights of the holders of any series of preferred stock then outstanding, whenever any vacancy on the Board of Directors shall occur for any reason, a majority of the remaining directors then in office, even if that majority is less than a majority of the entire Board of Directors, may fill the vacancy or vacancies so created until a successor or successors shall be duly elected by the shareholders and shall qualify.

3.    Removal for Failure to Meet Qualifications. Any director of the Corporation may be removed for cause by action of a majority of the entire Board of Directors if the director to be removed, at the time of removal, shall fail to meet the qualifications stated in the Articles of Incorporation or these Bylaws for election as a director or shall be in breach of any agreement between such director and the Corporation relating to such director’s services as a director or employee of the Corporation. Notice of any proposed removal shall be given to all directors of the Corporation prior to action thereon.

4.    Quorum. A majority of the directors shall constitute a quorum for the transaction of business by the Board of Directors. Any act or decision of the majority of the directors present at a meeting at which a quorum is present shall be the act or decision of the Board of Directors.

5.    Place of Meetings. Meetings of directors shall be held at the principal office of the Corporation or such other place or places, either within or without the State of Missouri, as may be agreed upon by the Board of Directors. Members of the Board of Directors may also participate in meetings of the board by means of conference telephone or other communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall be deemed presence in person at the meeting for all purposes.

6.    Regular and Special Meetings. Regular meetings of the Board of Directors shall be held as frequently and at such time and place as may be determined by the Board of Directors from time to time. Special meetings of the Board of Directors shall be called by the Secretary at any time on request of the Chairman of the Board or President or two members of the Board of Directors.

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7.    Notice. Regular meetings of the Board of Directors may be held without notice. Special meetings of the Board of Directors may be held upon one (1) daysday notice, given as provided in Article XI of these Bylaws.

8.    Interest in Transactions. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less thenthan a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized or approved by the Board of Directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee which authorizes the contract or transaction.

9.    Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

10.    Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

11.    Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one or more committees, each committee to be composed of two or more members of the Board of Directors. Each such committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation.

12.    Informal Action by Directors. Any action which is required to be or may be taken at a meeting of the directors or any committee of the Board of Directors,may be taken without a meeting ifconsents in writing, setting forth the action so taken, are signedall members of the Board of Directors or the committee, as the case may be, consent thereto in writing or by all the directorselectronic transmission. The consents shall have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document filed under the provisions of The General and Business Corporation Law of Missouri. The Secretary shall file, the consents with the minutes the meetings of the Board of Directors.or the committee, as the case may be.

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ARTICLE VII

OFFICERS

1.    Officers. The Officers of the Corporation shall be a President and a Secretary, and such other additional officers, including Chairman of the Board, Vice-Presidents, a Treasurer, and Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same individual.

2.    Election and Term. The President and Secretary shall be elected by a majority of the whole number of the Board of Directors, and shall hold office at the pleasure of the Board of Directors. At any meeting the Board of Directors may elect such other officers and agents as it shall deem necessary, who shall hold office at the pleasure of the Board of Directors, and who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board of Directors.

3.    Removal. Any officer elected by the Board of Directors may be removed by the affirmative vote of a majority of the entire Board of Directors whenever in its judgment the interests of the Corporation will be served thereby.

ARTICLE VIII

DUTIES OF OFFICERS

1.    Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors except as may be otherwise required under the law of Missouri. He shall act in an advisory capacity with respect to matters of policy and other matters of importance pertaining to the affairs of the Corporation. He, alone or with the President and/or the Secretary or Assistant Secretary, shall sign and send out reports and other messages which are to be sent to stockholders from time to time. He shall also perform such other duties as may be assigned to him by these Bylaws and the Board of Directors.

2.    President. The President shall be the chief operating officer and perform such duties as shall be assigned to him and shall exercise such powers as may be granted to him by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. The President shall execute all bonds, mortgages, conveyances and other contracts requiring the seal of the Corporation. In the absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board of Directors with the same force and effect as if performed by the Chairman of the Board and shall be subject to all restrictions imposed upon him.

3.    Chief Executive Officer. The Chief Executive Officer shall have the general and active management and supervision of the business of the Corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also perform such other duties as may be assigned to him by these Bylaws or by the Board of Directors.

4.    Vice Presidents. The Senior Vice President, if any and the Vice Presidents shall perform such duties as shall be assigned to them and shall exercise such powers as may be granted to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President of the Corporation.

5.    Secretary. The Secretary shall attend all meetings of the shareholders and of the Board of Directors and act as clerk thereof, and shall record all votes and the minutes of all proceedings in a minute book to be kept for that purpose. He shall keep in safe custody the seal of the Corporation, and when

6

authorized by the Chairman of the Board of Directors, Chief Executive Officer, the President or a Vice-President, he shall affix the seal to any instrument requiring the seal, and, when so ordered, add his signature as an attestation thereof. He shall give, or cause to be given, a notice as required of all meetings of the shareholders and of the Board of Directors. He shall keep or cause to be kept a stock certificate and transfer book and a list of all the shareholders and their respective addresses. He shall perform such other duties as may be prescribed from time to time by the Board of Directors.

6.    Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books of the Corporation to be maintained by him for such purpose; he shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in depositories designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors.

7.    Delegation of Power. In case of absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being, provided a majority of the entire Board concurs therein.

ARTICLE IX

CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.    Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

2.    Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3.    Checks, drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

4.    Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE X

CERTIFICATES OF STOCK AND TRANSFERS

1.    Issuance. Certificates of stock of the Corporation shall be issued and signed by the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall bear the corporate seal. Any and all of the foregoing signatures may be facsimile. Such seal may be facsimile, engraved or printed. Certificates shall be numbered consecutively and registered as they are issued. They shall indicate, upon their face, among other things, the owner’s name, the number and class of shares of stock represented by the certificate, the par value of shares of such class, the date of its issuance and the manner in which the shares may be transferred.

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2.    Transfers. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing, and upon surrender of such certificate properly endorsed.

3.    Transfer Books. Proper books shall be kept under the direction of the Secretary, showing the ownership and transfer of all certificates of stock. The Board of Directors shall have power to close said transfer books of the Corporation for a period not exceeding seventy days preceding the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion of shares shall go into effect. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date not exceeding seventy days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of shares. In such case, such shareholders and only such shareholders as shall have been shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date fixed as aforesaid.

4.    Holders of Record. The Corporation shall be entitled to treat the holder of record of any shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Missouri.

ARTICLE XI

NOTICE

1.    Notice Deemed Given. Whenever under the provisions of these Bylaws notice is required to be delivered to any director, officer or shareholder, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, or dispatched by telecopy or prepaid telegram,or by electronic transmission,addressed to such individual at his address as it appears on the records of the Corporation, or when delivered in person to the individual. For purposes of these Bylaws, written notice shall include, but not be limited to, notice by “electronic transmission,” which shall mean any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

2.    Attendance as Waiver. Notice of any meeting required to be given under the provisions of these Bylaws or the laws of the State of Missouri shall be deemed waived by the attendance at such meeting of the party or parties entitled to notice thereof, except where a party or parties attend a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

3.    Waiver of Notice. Any notice required to be given under the provisions of these Bylaws or the laws of the State of Missouri may be waived by the persons entitled thereto signing a waiver of notice before or after the time of said meeting, and such waiver shall be deemed equivalent to the giving of such notice. Such waiver of notice may be executed in person by the party entitled thereto or by his agent duly authorized in writing so to do.

ARTICLE XII

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FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December in each year.

ARTICLE XIII

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

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EX-99

Exhibit 99

FIRST BANKS, INC.

ST. LOUIS, MISSOURI

NEWS RELEASE

Contacts:	Terrance M. McCarthy	Lisa K. Vansickle
	President and	Executive Vice President and
	Chief Executive Officer	Chief Financial Officer
	First Banks, Inc.	First Banks, Inc.
	(314) 854-4600	(314) 854-4600
Traded:	NYSE
Symbol:	FBSPrA – (First Preferred Capital Trust IV, an affiliated trust of First Banks, Inc.)

FOR IMMEDIATE RELEASE:

First Banks, Inc. Announces First Quarter 2014 Results

St. Louis, Missouri, May 2, 2014. First Banks, Inc. (the "Company"), the holding company of First Bank, today announced earnings of $5.4 million for the three months ended March 31, 2014, as compared to $6.7 million for the three months ended March 31, 2013. The Company's earnings are reflective of a provision for income taxes of $2.9 million and $365,000 for the three months ended March 31, 2014 and 2013, respectively.

Terrance M. McCarthy, President and Chief Executive Officer of the Company, said, “Our pre-tax earnings increased $1.1 million, or 16.1%, comparing the three months ended March 31, 2014 to the comparable period in 2013. Despite a challenging environment to grow loans, we were able to increase our loan portfolio by $33.9 million during the first quarter, which contributed to an increase in our net interest margin to 2.77% during the first quarter, as compared to 2.58% during the comparable period in 2013. Growing our loan portfolio and developing new small business and commercial relationships remains a top strategic focus for us in 2014."

Net Interest Income:

Net interest income was $36.3 million for the first quarter of 2014, in comparison to $36.8 million for the fourth quarter of 2013 and $37.9 million for the first quarter of 2013.

The net interest margin increased to 2.77% for the first quarter of 2014, from 2.57% for the fourth quarter of 2013 and 2.58% for the first quarter of 2013. The increase in net interest margin, as compared to the fourth quarter of 2013 and the first quarter of 2013, primarily resulted from growth in our loan portfolio, a reduction in the average balance of low-yielding cash and cash equivalents resulting from the sale of our Association Bank Services line of business in the fourth quarter of 2013, and an increase in the average yield earned on our investment securities. Our interest-earning assets for the first quarter of 2014 decreased to $5.32 billion, from $5.70 billion and $5.96 billion for the fourth quarter of 2013 and the first quarter of 2013, respectively, while the yield earned on our interest-earning assets increased to 3.22% for the first quarter of 2014, from 2.99% and 3.02% for the fourth quarter of 2013 and the first quarter of 2013, respectively.

Yields on interest-earning assets and costs of interest-bearing liabilities are summarized in the following table:

	Three Months Ended
	March 31, 2014	December 31, 2013	March 31, 2013
Average yield on loans	4.10%	4.10%	4.32%
Average yield on investment securities	2.31	2.19	2.02
Average yield on interest-earning assets	3.22	2.99	3.02
Average cost of interest-bearing deposits	0.23	0.23	0.26
Average cost of interest-bearing liabilities	0.60	0.57	0.57

Provision for Loan Losses:

We did not record a provision for loan losses for the first quarters of 2014 and 2013. We recorded a negative provision for loan losses of $5.0 million for the fourth quarter of 2013. Net loan charge-offs were $1.2 million for the first quarter of 2014, in comparison to $3.4 million for the first quarter of 2013. Nonaccrual loans were $53.8 million at March 31, 2014, compared to $53.0 million at December 31, 2013 and $102.2 million at March 31, 2013, representing a 47.4% decrease in nonaccrual loans year-over-year.

Noninterest Income:

Noninterest income was $14.7 million for the first quarter of 2014, in comparison to $43.9 million for the fourth quarter of 2013 and $15.6 million for the first quarter of 2013. Noninterest income for the fourth quarter of 2013 includes a gain of $28.6 million related to the sale of First Bank's Association Bank Services line of business in November, 2013, after the write-off of goodwill of $18.0 million allocated to the transaction.

The gain on sale of residential mortgage loans was $865,000, $602,000 and $1.6 million for the first quarter of 2014, the fourth quarter of 2013 and the first quarter of 2013, respectively. Loan production volumes declined in our mortgage banking division and primarily resulted from a decrease in refinancing activity as new interest rate lock commitments decreased to $47.9 million for the first quarter of 2014, from $48.4 million for the fourth quarter of 2013 and $98.2 million for the first quarter of 2013.

Net gains (losses) on investment securities were $1.3 million for the first quarter of 2014, in comparison to zero for the fourth quarter of 2013 and $(416,000) for the first quarter of 2013. We sold certain investment securities during the first quarter of 2014 to fund loan growth and other corporate transactions, as further discussed below.

Net gains on sales of other real estate were $442,000 for the first quarter of 2014, in comparison to $1.2 million for the fourth quarter of 2013 and $366,000 for the first quarter of 2013.

Noninterest Expense:

Noninterest expense was $42.7 million for the first quarter of 2014, in comparison to $154.2 million for the fourth quarter of 2013 and $46.4 million for the first quarter of 2013. The decrease in noninterest expense is reflective of a lower level of expenses related to nonperforming assets and potential problem loans, the implementation of certain measures intended to improve efficiency through the reduction of operating expenses and a reduction of expenses associated with the sale of First Bank's Association Bank Services line of business and eight branches in First Bank's Northern Florida region during 2013.

We recorded goodwill impairment of $107.3 million during the fourth quarter of 2013 related to the increase in carrying value of our single reporting unit as a result of the reversal of substantially all of the valuation allowance against our deferred tax assets.

Write-downs and expenses on other real estate properties were $699,000, $940,000 and $1.5 million for the first quarter of 2014, the fourth quarter of 2013 and the first quarter of 2013, respectively. The overall reduction in these expenses during the periods is reflective of the continued reduction in the overall number and balance of other real estate properties.

Provision for Income Taxes:

The Company recorded a provision for income taxes of $2.9 million for the first quarter of 2014, compared to a benefit for income taxes of $288.2 million for the fourth quarter of 2013 and a provision for income taxes of $365,000 for the first quarter of 2013. During the fourth quarter of 2013, the Company reversed substantially all of its valuation allowance against its net deferred tax assets, previously established in 2008.

Cash and Cash Equivalents:

Cash and cash equivalents were $341.2 million at March 31, 2014, compared to $190.4 million at December 31, 2013 and $510.5 million at March 31, 2013. The increase in our cash and cash equivalents during the first quarter of 2014 primarily reflects the sale of certain securities to fund loan growth and to pay all of the cumulative deferred interest on the junior subordinated debentures relating to the Company's trust preferred securities in March 2014, as further discussed below.

Investment Securities:

Investment securities were $2.13 billion at March 31, 2014, compared to $2.35 billion at December 31, 2013 and $2.66 billion at March 31, 2013. The Company sold certain investment securities during the first quarter of 2014 to fund loan growth and other corporate transactions. The Company continues to maintain a high level of investment securities in an effort to support future loan growth opportunities.

Loans:

Loans, net of deferred loan fees, were $2.89 billion at March 31, 2014, compared to $2.86 billion at December 31, 2013 and $2.84 billion at March 31, 2013. The Company recorded loan growth during the first quarter of 2014 as a result of growth in commercial and industrial and commercial real estate production volumes.

Deposits:

Deposits were $4.84 billion at March 31, 2014, in comparison to $4.81 billion at December 31, 2013 and $5.52 billion at March 31, 2013. Growth in demand deposits of $49.7 million during the first quarter of 2014 was partially offset by reductions of time deposits of $18.4 million and savings and money market deposits of $2.8 million.

Asset Quality:

The Company reduced its overall level of nonperforming assets by $4.4 million, or 3.7%, during the first quarter of 2014, to $115.3 million at March 31, 2014, as compared to $119.7 million at December 31, 2013 and $191.2 million at March 31, 2013, representing a 39.7% decrease in nonperforming assets year-over-year. The Company's ratio of nonaccrual loans to total loans was 1.86% at March 31, 2014, as compared to 1.85% at December 31, 2013 and 3.59% at March 31, 2013. The allowance for loan losses as a percentage of nonaccrual loans was 148.37% at March 31, 2014, as compared to 153.02% at December 31, 2013 and 86.25% at March 31, 2013.

Certain asset quality metrics as of or for the quarterly periods are summarized in the following table:

	March 31, 2014			December 31, 2013		March 31, 2013
	(dollars expressed in thousands)
Provision (benefit) for loan losses	$	—		(5,000	)	—
Nonaccrual loans	53,805			52,956		102,221
Performing troubled debt restructurings	111,911			110,627		126,602
Other real estate	61,485			66,702		88,989
Net loan charge-offs (recoveries)	1,202			(1,756	)	3,432
Ratio of:
Nonaccrual loans to loans	1.86		%	1.85	%	3.59	%
Nonperforming assets to total assets	1.96			2.02		2.99
Allowance for loan losses to loans	2.76			2.84		3.10
Allowance for loan losses to nonaccrual loans	148.37			153.02		86.25

Regulatory Capital:

First Banks, Inc.'s regulatory capital ratios increased during the first quarter of 2014. The dividend from First Bank to the Company of $70.0 million during the first quarter of 2014, as further discussed below, resulted in a decrease in First Bank's regulatory capital ratios. First Bank is considered well capitalized under the prompt corrective action provisions of the regulatory capital standards and First Banks, Inc. is considered adequately capitalized under the regulatory capital standards established for bank holding companies. Regulatory capital ratios for First Bank and First Banks, Inc. are summarized in the following table:

	March 31, 2014		December 31, 2013		March 31, 2013
First Bank:
Total Capital Ratio	18.70	%	20.12	%	17.60	%
Tier 1 Ratio	17.43		18.86		16.33
Leverage Ratio	11.30		11.77		9.50
First Banks, Inc.:
Total Capital Ratio	11.73		11.13		2.72
Tier 1 Ratio	6.98		6.58		1.36
Leverage Ratio	4.51		4.12		0.79

Junior Subordinated Debentures:

In January 2014, the Company received regulatory approval from the Federal Reserve Bank of St. Louis (the "FRB"), which granted First Bank the authority to pay a dividend to the Company, and the authority to the Company to utilize such funds, for the sole purpose of paying the accumulated deferred interest payments on the Company's outstanding junior subordinated debentures issued in connection with the Company's trust preferred securities. In February 2014, First Bank paid a dividend of $70.0 million to the Company. In March 2014, the Company paid interest on the junior subordinated debentures of $66.4 million to the respective trustees, for further distribution to the trust preferred securities holders on the respective interest payment dates in March and April, 2014.

The Company and First Bank must receive approval from the FRB prior to making any future interest payments on the Company's outstanding junior subordinated debentures. The Company is unable to predict whether or when the FRB will grant approval to the Company to make any such future interest payments.

FINANCIAL SUMMARY

(dollars expressed in thousands, except per share data)

(UNAUDITED)

SELECTED OPERATING DATA

	Three Months Ended
	March 31, 2014			December 31, 2013		March 31, 2013
Interest income	$	42,189		42,911		44,351
Interest expense	5,849			6,072		6,429
Net interest income	36,340			36,839		37,922
Provision (benefit) for loan losses	—			(5,000	)	—
Net interest income after provision for loan losses	36,340			41,839		37,922
Noninterest income	14,675			43,903		15,569
Noninterest expense	42,748			154,180		46,370
Income (loss) before provision (benefit) for income taxes	8,267			(68,438	)	7,121
Provision (benefit) for income taxes	2,917			(288,215	)	365
Net income	5,350			219,777		6,756
Less: net (loss) income attributable to noncontrolling interest in subsidiary	(55		)	66		46
Net income attributable to First Banks, Inc.	$	5,405		219,711		6,710
Preferred stock dividends declared	—			1,028		4,881
Accretion of discount on preferred stock	—			918		898
Net income available to common stockholders	$	5,405		217,765		931
Basic earnings per common share	$	228.43		9,203.51		39.35
Diluted earnings per common share	$	192.46		9,203.51		39.35

SELECTED FINANCIAL DATA

	March 31, 2014		December 31, 2013	March 31, 2013
Total assets	$	5,890,559	5,918,983	6,397,735
Cash and cash equivalents	341,235		190,435	510,452
Investment securities	2,126,844		2,351,931	2,661,541
Loans, net of deferred loan fees	2,890,981		2,857,095	2,844,331
Allowance for loan losses	79,831		81,033	88,170
Deposits	4,842,431		4,813,895	5,520,527
Securities sold under agreements to repurchase	36,713		43,143	36,855
Subordinated debentures	354,229		354,210	354,153
Stockholders’ equity	497,306		488,256	297,066
Nonperforming assets	115,290		119,658	191,210

SELECTED FINANCIAL RATIOS

	Three Months Ended
	March 31, 2014		December 31, 2013		March 31, 2013
Net interest margin	2.77	%	2.57	%	2.58	%
Yield on loans	4.10		4.10		4.32
Cost of interest-bearing deposits	0.23		0.23		0.26
Loan-to-deposit ratio	59.70		59.35		51.52

About First Banks, Inc.

The Company had assets of $5.89 billion at March 31, 2014 and currently operates 130 branch banking offices in California, Florida, Illinois and Missouri. Through its subsidiary bank, First Bank, the Company offers a broad range of financial products and services to consumers, businesses and other institutions. Visit the Company on the web at www.firstbanks.com.

# # #

Financial Disclosures

The financial disclosures presented in this press release reflect numeric disclosures prior to the categorical reclassifications for Discontinued Operations. The Discontinued Operations reclassifications and related disclosures may be found in the Company's Annual Report on Form 10-K as of and for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (“SEC”) and available at the SEC's internet site (http://www.sec.gov), and such disclosures will also be presented in the Company's Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2014 upon filing with the SEC in May, 2014.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the Company's plans, objectives, estimates or projections with respect to our future financial condition and earnings including the ability of the Company to remain profitable, expected or anticipated revenues with respect to our results of operations and our business, expected improvement in our net interest income and margin, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties which may cause actual results to differ materially from those contemplated in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: deterioration in the Company's loan portfolio, increased competition and its effect on pricing, spending, third-party relationships, revenues and net interest margin; changes in interest rates and overall economic conditions; and the risk of new and changing regulation. Additional factors which may cause the Company's results to differ materially from those described in the forward-looking statements may be found in the Company's Annual Report on Form 10-K, as filed with the SEC and available at the SEC's internet site. The forward-looking statements in this press release speak only as of the date of the press release, and the Company does not assume any obligation to update the forward-looking statements or to update the reasons why actual results could differ from those contained in the forward-looking statements.