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EXHIBIT 4.4
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TRUST AGREEMENT
This TRUST AGREEMENT, dated as of December 12, 1996 (this
"Trust Agreement"), among (i) First Banks, Inc., a Missouri
corporation (the "Depositor"), (ii) Wilmington Trust Company, a
Delaware banking corporation, as trustee, and (iii) James F.
Dierberg, Allen H. Blake and Laurence J. Brost, each an individual,
as trustees (each of such trustees in (ii) and (iii) a "Trustee"
and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as
"First Preferred Capital Trust" in which name the Trustees, or the
Depositor to the extent provided herein, may engage in the
transactions contemplated hereby, make and execute contracts, and
sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over the Trustees the sum of $10.00. The Trustees hereby
acknowledge receipt of such amount in trust from the Depositor,
which amount shall constitute the initial trust estate. The
Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section
3801, et seq. (the "Business Trust Act"), and that this document
constitutes the governing instrument of the Trust. The Trustees
are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance
of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery of any licenses,
consents or approvals required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and
direct the Depositor, as the sponsor of the Trust, (i) to file with
the Securities and Exchange Commission (the "Commission") and
execute, in each case on behalf of the Trust, (a) the Registration
Statement on Form S-2 (the "1933 Act Registration Statement"),
including any pre-effective or post-effective amendments to the
1933 Act Registration Statement, relating to the registration under
the Securities Act of 1933, as amended, of the Preferred Securities
of the Trust and possibly certain other securities and (b) a
Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Preferred
Securities of the Trust under the Securities Exchange Act of 1934,
as amended; (ii) to file with The Nasdaq Stock Market's National
Market or a national stock exchange (each, an "Exchange") and
execute on behalf of the Trust one or more listing applications and
all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on any of the Exchanges; (iii) to
file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under
the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable;
and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities, among
the Trust, the Depositor and the several Underwriters named
therein, substantially in the form included as an exhibit to the
1933 Act Registration Statement. In the event that any filing
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referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust
by one or more of the Trustees, each of the Trustees, in its or his
capacity as a Trustee of the Trust, is hereby authorized and, to
the extent so required, directed to join in any such filing and to
execute on behalf of the Trust any and all of the foregoing, it
being understood that Wilmington Trust Company in its capacity as
a Trustee of the Trust shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the
Exchange or state securities or blue sky laws. In connection with
the filings referred to above, the Depositor and James F. Dierberg,
Allen H. Blake and Laurence J. Brost, each as Trustees and not in
their individual capacities, hereby constitutes and appoints James
F. Dierberg, Allen H. Blake and Laurence J. Brost, and each of
them, as its true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the Depositor or
such Trustee or in the Depositor's or such Trustees' name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act
Registration Statement and the 1934 Act Registration Statement and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, the Exchange and
administrators of the state securities or blue sky laws, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as the Depositor or such Trustee might or could to in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of Trustees;
provided, however, that to the extent required by the Business
Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is entitled
to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon 30 days' prior notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware (without
regard to conflict of laws of principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above
written.
FIRST BANKS, INC.
as Depositor
By: /s/ James F. Dierberg
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Name: James F. Dierberg
Title: Chairman of the Board, President and
Chief Executive Officer
WILMINGTON TRUST COMPANY
as Trustee
By: /s/
Name:-----------------------------------------------
Title:----------------------------------------------
/s/ James F. Dierberg
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JAMES F. DIERBERG
as Trustee
/s/ Allen H. Blake
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ALLEN H. BLAKE
as Trustee
/s/ Laurence J. Brost
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LAURENCE J. BROST
as Trustee
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