PLACEMENT AGREEMENT

EXHIBIT 4.4

PLACEMENT AGREEMENT

among

FIRST BANK STATUTORY TRUST X,

Issuer

FIRST BANKS, INC.,

Sponsor

and

COHEN & COMPANY

Placement Agent

Dated as of August 29, 2007

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PLACEMENT AGREEMENT, dated as of August 29, 2007 (this "Agreement"),

among First Bank Statutory Trust X, a statutory trust created under the laws of

the State of Delaware (the "Issuer"), First Banks, Inc., a Missouri corporation,

as Sponsor under the Declaration, as defined below (the "Sponsor" and, together

with the Issuer, the "Trust Parties"), and Cohen & Company, as placement agent

(the "Placement Agent").

WHEREAS, the Issuer proposes to issue U.S. $15,000,000 of its Capital

Securities, designated TP Securities, due September 15, 2037 (the "Securities");

WHEREAS, the Securities will be issued pursuant to an Amended and

Restated Declaration of Trust to be dated as of August 31, 2007 (the

"Declaration"), among First Banks, Inc., as Sponsor, LaSalle Bank National

Association, as Institutional Trustee, LaSalle National Trust Delaware, as

Delaware Trustee, and the Administrators named therein;

WHEREAS, the Issuer has agreed not later than August 31, 2007 ("Closing

Date"), to provide the Placement Agent with a copy of the Declaration and any

other documents required to be delivered pursuant to the terms hereof or the

Declaration;

WHEREAS, the Issuer will use the proceeds from the sale of the

Securities to purchase Debentures (as defined in the Declaration); and

WHEREAS, capitalized terms used herein but not otherwise defined herein

shall have the meaning ascribed thereto in the Declaration;

NOW IT IS HEREBY AGREED as follows:

1. PLACEMENT OF SECURITIES; COMPENSATION.

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(a) On the terms and subject to the conditions of this

Agreement and in reliance upon the representations and warranties herein set

forth, the Issuer hereby appoints the Placement Agent as placement agent to

place Securities, and the Placement Agent hereby accepts such appointment. From

the date hereof until any termination of the Placement Agent's obligations

hereunder, the Placement Agent shall use its reasonable efforts to place

Securities with investors permitted by the terms hereof.

(b) The Securities shall be issued and sold free from all

liens, charges and encumbrances, equities and other third party rights of any

nature whatsoever, together with all rights of any nature.

2. CLOSING. On the Closing Date, delivery of and payment for

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the Securities shall be made at the offices of LaSalle Bank National Association

or such other location or locations as shall be mutually acceptable to the

parties hereto. Delivery of the Securities shall be made against payment of the

purchase price therefor to the order of the Issuer in same day funds by transfer

to an account designated by the Sponsor or by such other means in same day funds

as shall be acceptable to the Placement Agent and Sponsor. Such payment shall be

made upon authorization from the Placement Agent (such authorization to be given

if the conditions to the Placement Agent's obligations set forth herein are

either satisfied or waived) against delivery of the Securities. The Securities

will be in the form requested by the Placement Agent in accordance with the

terms of the Declaration.

3. PAYMENT OF EXPENSES. The Sponsor agrees to pay all costs

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and expenses incident to the performance of the obligations of the Sponsor and

the Issuer under this Placement Agreement, whether or not the transactions

contemplated herein are consummated or this Placement Agreement is terminated,

including all costs and expenses incident to (i) the authorization, issuance,

sale and delivery of the Securities and any taxes payable in connection

therewith; (ii) the fees and expenses of qualifying the Securities under the

securities laws of applicable jurisdictions, and (iii) the fees and expenses of

the counsel, the accountants and any other experts or advisors retained by the

Sponsor or the Issuer; provided, however, that Placement Agent will provide

Sponsor a $10,000 credit for such expenses concurrently with consummation of the

transactions hereunder.

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Notwithstanding the foregoing, if the sale of the Securities provided

for in this Placement Agreement is not consummated because any condition set

forth herein to be satisfied by either the Sponsor or the Issuer is not

satisfied, because this Placement Agreement is terminated pursuant to clause

(i), (iii) or (v) of Section 10 or because of any failure, refusal or inability

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on the part of the Sponsor or the Issuer to perform all obligations and satisfy

all conditions on its part to be performed or satisfied hereunder other than by

a reason of a default by the Placement Agent, the Sponsor will reimburse the

Placement Agent upon demand for all reasonable out-of-pocket expenses (including

the fees and all reasonable expenses of special counsel retained by the

Placement Agent, which fees and expenses shall not exceed $12,500) that shall

have been incurred by the Placement Agent in connection with the proposed

placement of the Securities. The Sponsor shall not in any event be liable to the

Placement Agent for the loss of anticipated profits from the transactions

contemplated by this Placement Agreement.

4. REPRESENTATIONS AND WARRANTIES. Each Trust Party hereby

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represents, warrants and agrees to and with the Placement Agent that, as of the

Closing Date, and as to itself only and not as to the other:

(a) with respect to the Issuer, it is duly formed and validly

existing under the laws of the State of Delaware and, with respect to the

Sponsor, and its significant subsidiaries (as defined in Rule 1-02 of Regulation

S-X) (the "Significant Subsidiaries"), each is duly organized, validly existing

and in good standing under the laws of the jurisdiction of its organization, in

each case, with all requisite power and authority to own or transfer, as

applicable, the Debentures, to conduct its business as required under the

Declaration, this Agreement, or any other documents relating to or otherwise in

connection with the issue and sale of the Securities (collectively, the

"Transaction Documents") and to perform its obligations hereunder and under each

Transaction Document, and is lawfully qualified to do business and is in good

standing in those jurisdictions in which it conducts business and where the

failure to be so qualified or in good standing would have a material adverse

effect on the condition (financial or otherwise), earnings or business of such

Trust Party, whether or not occurring in the ordinary course of business or

would otherwise be material in context of the issuance of the Securities

("Material Adverse Effect");

(b) this Agreement has been duly authorized, executed and

delivered by such Trust Party and constitutes, and each of the Transaction

Documents to which such Trust Party is a party has been duly authorized by such

Trust Party and, when duly executed and delivered by the Placement Agent and the

other parties thereto (if any), on the Closing Date, will constitute, legal,

valid and binding obligations of such Trust Party, except as such obligations

may be limited by bankruptcy, insolvency, reorganization and other similar laws

affecting the rights of creditors generally and the application of general

equitable principles (regardless of whether the issue of enforceability is

considered in a proceeding in equity or at law);

(c) neither the Issuer nor the Sponsor nor any of the

Significant Subsidiaries is in breach or violation of, or default under, with or

without notice or lapse of time or both, its corporate charter, bylaws or other

governing documents (including without limitation, the Declaration);

(d) all of the issued and outstanding capital stock of the

Sponsor has been duly authorized and validly issued and is fully paid and

nonassessable;

(e) other than as set forth in Schedule 4(e), all of the issued

and outstanding capital stock of each Significant Subsidiary has been duly

authorized and validly issued, is fully paid and nonassessable, and is owned by

the Sponsor, directly or through subsidiaries, free of any security interest,

mortgage, pledge, lien, encumbrance, claim or equitable right; and none of the

issued and outstanding capital stock of the Sponsor or its Significant

Subsidiaries was issued in violation of any preemptive or similar rights arising

by operation of law, under the charter, by-laws or code of regulations of the

Sponsor or any of its Significant Subsidiaries or under any agreement to which

the Sponsor or any of its Significant Subsidiaries is a party or is otherwise

bound;

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(f) with respect to the Issuer, on the Closing Date, the

Securities will have been duly authorized by the Issuer and, when duly executed,

authenticated, issued and delivered in accordance with the Declaration against

payment therefor as contemplated herein, will be validly issued and represent

undivided beneficial interests in the assets of the Issuer, entitled to the

benefits provided by the Declaration;

(g) with respect to the Issuer, no consent, approval,

authorization, order, registration or qualification of or with any court or

governmental agency or body is required for the issue, sale or delivery of the

Securities, except for those which have been obtained and are in full force and

effect, and no consent, approval, authorization, order, registration or

qualification of or with any court or governmental agency or body is required

for the consummation of the other transactions contemplated by the Transaction

Documents, except for those which have been obtained and are in full force and

effect, and except where the failure to obtain such consent, approval,

authorization, order, registration or qualification would not have a Material

Adverse Effect;

(h) the execution and delivery of the Transaction Documents,

the issue of the Securities and the consummation of the other transactions

contemplated by the Transaction Documents (and compliance with the terms

thereof) do not and will not conflict with or result in a breach of any of the

terms or provisions of, or constitute a default under the organizational

documents of such Trust Party; and the execution and delivery of the Transaction

Documents, the issue of the Securities and the consummation of the other

transactions contemplated by the Transaction Documents (and compliance with the

terms thereof) do not and will not conflict with or result in a breach of any

indenture, trust deed, mortgage or other agreement or instrument to which such

Trust Party is a party or by which it or any of its properties is bound, or

infringe any existing applicable law, rule, regulation, judgment, order or

decree of any government, governmental body or court, domestic or foreign,

having jurisdiction over such Trust Party or any of its properties, except for

such conflicts, breaches, defaults or infringements that would not have a

Material Adverse Effect;

(i) there are no pending actions, suits or proceedings against

or affecting such Trust Party or any of its properties and, to the best of such

Trust Party's knowledge, no such suits or proceedings are threatened or

contemplated that individually or in aggregate could reasonably be expected to

have a Material Adverse Effect on the Issuer's issuance of the Securities;

(j) no event has occurred since January 1, 2007 which, had the

applicable Securities already been issued, would reasonably be expected to

(whether or not with the giving of notice and/or the passage of time and/or the

fulfillment of any other requirement) constitute an Event of Default under the

Declaration;

(k) neither the Issuer nor any affiliate of the Issuer nor any

person acting on behalf thereof has made offers or sales of the Securities under

circumstances that would require the registration of the Securities under the

U.S. Securities Act of 1933, as amended (the "Securities Act");

(l) with respect to the Issuer, any taxes, fees and other

governmental charges in connection with the execution and delivery of this

Agreement and any Transaction Document or the execution, delivery and sale of

the Securities have been or will be paid on or prior to the Closing Date;

(m) there are no contracts, agreements or understandings

between any of the Trust Parties or any affiliate thereof and any person

granting such person the right to require the Issuer to file a registration

statement under the Securities Act, with respect to any Securities owned or to

be owned by such person; and

(n) in the case of each offer or sale of Securities, no form

of general solicitation or general advertising was used by the Issuer or its

representatives, including, but not limited to, advertisements, articles,

notices or other communications published in any newspaper, magazine or similar

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medium or broadcast over television or radio, or any seminar or meeting whose

attendees have been invited by any general solicitation or general advertising.

Neither the Issuer nor any person acting on its behalf (other than the Placement

Agent) has offered or sold, nor will the Issuer or any person acting on its

behalf (other than the Placement Agent) offer or sell directly or indirectly,

any Securities or any other security in any manner that, assuming the accuracy

of the representations and warranties and the performance of the covenants given

by the Placement Agent, would reasonably be expected to render the issuance and

sale of any of the Securities as contemplated hereby a violation of Section 5 of

the Securities Act or the registration or qualification requirements of any

state securities laws, nor has the Issuer authorized, nor will it authorize, any

person to act in such manner.

(o) The audited consolidated financial statements (including

the notes thereto) and schedules of the Sponsor and its consolidated

subsidiaries for the year ended December 31, 2006 (the "Financial Statements")

and the interim unaudited consolidated financial statements of the Sponsor and

its consolidated subsidiaries for the period ended June 30, 2007 (the "Interim

Financial Statements") provided to the Placement Agent are the most recent

available audited and unaudited consolidated financial statements of the Sponsor

and its consolidated subsidiaries, respectively, and fairly present in all

material respects, in accordance with generally accepted accounting principles,

the financial position of the Sponsor and its consolidated subsidiaries, and the

results of operations and changes in financial condition as of the dates and for

the periods therein specified, subject, in the case of Interim Financial

Statements, to year-end adjustments. There has been no material adverse change

or development with respect to the Financial Statements or earnings of the

Sponsor and its subsidiaries, taken as a whole. Such consolidated financial

statements and schedules have been prepared in accordance with generally

accepted accounting principles consistently applied throughout the periods

involved (except as otherwise noted therein). The accountants of the Sponsor who

certified the Financial Statements are independent public accountants of the

Sponsor and its Subsidiaries within the meaning of the Securities Act and the

rules and regulations thereunder as in effect on the date of this Agreement.

(p) The Sponsor's report on FR Y-9C and FR Y-9LP dated June 30,

2007, provided to the Placement Agent is the most recent available such report

and the information therein fairly presents in all material respects the

financial information of the Sponsor and its subsidiaries, required by such

form.

(q) Since the respective dates of the Financial Statements, the

Interim Financial Statements and the FR Y-9C and FR Y-9LP, there has been no

material adverse change or development with respect to the financial condition

or earnings of the Sponsor and its subsidiaries, taken as a whole.

(r) The Sponsor is duly registered as a bank holding company

under the Bank Holding Company Act of 1956, as amended (the "Bank Holding

Company Act"), and the regulations of the Board of Governors of the Federal

Reserve System (the "Federal Reserve"), and the deposit accounts of the

Sponsor's subsidiary depository institutions are insured by the Federal Deposit

Insurance Corporation ("FDIC") to the fullest extent permitted by law and the

rules and regulations of the FDIC, and no proceeding for the termination of such

insurance is pending or, to the knowledge of the Sponsor, threatened.

(s) Neither the Sponsor nor any of its Significant Subsidiaries

is subject to or party to, or has received any notice or advice that any of them

may become subject to any investigation with respect to, any cease-and-desist

order, agreement, consent decree, memorandum of understanding or other

regulatory enforcement action, proceeding or order with or by, or is a party to

any commitment letter or similar undertaking to, or is subject to any directive

by, or has been a recipient of any supervisory letter from, or has adopted any

board resolutions at the request of, any Regulatory Agency (as defined below)

that currently restricts in any material respect the conduct of their business

or that in any material manner relates to their capital adequacy, their credit

policies or their management or their business (each, a "Regulatory Agreement"),

nor has the Sponsor or any of its subsidiaries been advised by any Regulatory

Agency that it is considering issuing or requesting any such Regulatory

Agreement; and there is no unresolved violation, criticism or exception by any

Regulatory Agent with respect to any report or statement relating to any

examinations of the Sponsor or any of its Significant Subsidiaries which, in the

reasonable judgment of the Sponsor, is expected to result in a Material Adverse

Effect. As used herein, the term "Regulatory Agency" means any federal or state

agency charged with the supervision or regulation of depositary institutions or

holding companies of depository institutions, or engaged in the insurance of

depository institution deposits, or any court, administrative agency or

commission or other governmental agency, authority or instrumentality having

supervisory or regulatory authority with respect to the Sponsor or its

Significant Subsidiaries.

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(t) The Sponsor has no present intention to exercise its option

to defer payments of interest on the Debentures as provided in the Indenture.

The Sponsor believes that the likelihood that it would exercise its right to

defer payments of interest on the Debentures as provided in the Indenture at any

time during which the Debentures are outstanding is remote.

(u) The Sponsor is duly qualified to do business as a foreign

corporation and is in good standing under the laws of each jurisdiction which

requires such qualification wherein it owns or leases properties or conducts

business, except where the failure to be so qualified would not, singularly or

in the aggregate, have a Material Adverse Effect, and holds all approvals,

authorizations, orders, licenses, certificates and permits from governmental

authorities necessary for the conduct of its business, except where the failure

to hold such approvals, authorizations, orders, licenses, certificates and/or

permits would not, singularly or in the aggregate, have a Material Adverse

Effect. Each of the Significant Subsidiaries is duly qualified to do business as

a foreign corporation and is in good standing under the laws of each

jurisdiction which requires such qualification wherein it owns or leases

properties or conducts business, except where the failure to be so qualified

would not, singularly or in the aggregate, have a Material Adverse Effect, and

holds all approvals, authorizations, orders, licenses, certificates and permits

from governmental authorities necessary for the conduct of its business, except

where the failure to hold such approvals, authorizations, orders, licenses,

certificate and/or permits would not, singularly or in the aggregate, have a

Material Adverse Effect.

5. UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the

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Placement Agent as follows:

(a) Neither the Issuer, nor any of its affiliates nor any

person authorized to act on its behalf (other than the Placement Agent), will

engage in any directed selling efforts with respect to the Securities to any

U.S. Person except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act. Terms used in

this paragraph have the meanings given to them by Regulation S under the

Securities Act.

(b) Neither the Issuer, nor any of its affiliates nor any

person authorized to act on its behalf (other than the Placement Agent), will

make offers or sales of Securities under circumstances that would require the

registration of the Securities under the Securities Act.

(c) For so long as any of the Securities are outstanding and

are "restricted securities" within the meaning of Rule 144, the Issuer will

provide or cause to be provided to any holder of Securities and any prospective

purchaser of the Securities designated by such a holder, upon the request of

such holder or prospective purchaser, the information required to be provided to

such holder or prospective purchaser by Rule 144A(d)(4).

(d) During the period from the date of this Agreement to the

Closing Date, the Sponsor and the Issuer shall use their best efforts to cause

their representations and warranties contained in Section 4 hereof to be true as

of the Closing Date, after giving effect to the transactions contemplated by

this Agreement, as if made on and as of the Closing Date.

(e) The Sponsor and the Issuer will not claim and will actively

resist any attempts by others to claim the benefits of any usury laws against

holders of Capital Securities or the Debentures.

(f) The Sponsor shall not identify the Placement Agent i

n a press release or any other written public statement without the consent of

such Placement Agent, except as required by applicable law.

6. SELLING RESTRICTIONS. The Placement Agent represents and

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warrants to the Issuer that:

(a) It understands that the Securities have not been and will

not be registered under the Securities Act and may not be offered or sold within

the United States except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Secur