-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pqq7GEPGtNtka6YQMsPgEj8P6UnAae5JWKsM+XSBLIu+8XuH1HHI8hk3uC36OiFA M8LgkKLnKpHAgpUvHfNq9Q== 0000950168-97-001008.txt : 19970421 0000950168-97-001008.hdr.sgml : 19970421 ACCESSION NUMBER: 0000950168-97-001008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970418 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CITIZENS BANCSHARES INC /DE/ CENTRAL INDEX KEY: 0000798941 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 561528994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50823 FILM NUMBER: 97583731 BUSINESS ADDRESS: STREET 1: 239 FAYETTEVILLE STREET MALL CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 9197557000 MAIL ADDRESS: STREET 1: PO BOX 27131 STREET 2: CTWO7 CITY: RALEIGH STATE: NC ZIP: 27611-7131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROADRICK GEORGE H CENTRAL INDEX KEY: 0001037166 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 31727 CITY: CHARLOTTE STATE: NC ZIP: 28231 BUSINESS PHONE: 7043354056 MAIL ADDRESS: STREET 1: PO BOX 31727 CITY: CHARLOTTE STATE: NC ZIP: 28231 SC 13D/A 1 SC13D/A FOR GEORGE H. BROADRICK--CLASS A ------------------------------- UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION ------------------------------- Washington, D.C. 20549 OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response.......14.90 ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* First Citizens BancShares, Inc. ------------------------------------------------------------------------------ (Name of Issuer) Class A Common Stock, $1 Par Value ------------------------------------------------------------------------------- (Title of Class of Securities) 31946M-10-3 ---------------------------------------------------------------------- (CUSIP Number) David L. Ward, Jr. William R. Lathan, Jr. Ward and Smith, P.A. 1001 College Court New Bern, North Carolina 28562 (919) 633-1000 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1997 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_| . Check the following box if a fee is being paid with the statement |_| . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ------------------------------- --------------------------------- CUSIP No. 31946M-10-3 Page 2 of 8 Pages - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George H. Broadrick ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF; OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER SHARES BENEFICIALLY 801,842 OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------- 8 SHARED VOTING POWER 255,500 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 801,842 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 255,500 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,057,342 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.97% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- This Amendment No. 1 to Schedule 13D is filed by George H. Broadrick, a beneficial owner of more than five percent (5%) of the Class A Common Stock of First Citizens BancShares, Inc., Raleigh, North Carolina. The initial Statement filed with the Commission, dated March 2, 1987, as amended by this Amendment No. 1, is referred to herein as the "Statement." Item 1. Security and Issuer. This Statement relates to the Class A Common Stock, $1 par value per share ("Class A Common Stock") of First Citizens BancShares, Inc. (the "Issuer"), whose principal executive offices are located at 1328 Smoketree Court, Raleigh, North Carolina 27604. Item 2. Identity and Background. (a)-(c) This Statement is filed by George H. Broadrick, whose business address is Post Office Box 31727, Charlotte, North Carolina 28231. Mr. Broadrick is the retired President of First Citizens BancShares, Inc. and its wholly-owned subsidiary, First-Citizens Bank & Trust Company, a North Carolina-chartered commercial bank whose principal executive offices are located at 3128 Smoketree Court, Raleigh, North Carolina 27604. Mr. Broadrick currently serves as Chairman of the Executive Committee of the Board of Directors and as a consultant to First Citizens BancShares, Inc. and First-Citizens Bank & Trust Company. (d) During the last five years, Mr. Broadrick has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Broadrick has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Broadrick is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. George H. Broadrick formerly was the beneficial owner of shares of common stock of First Citizens Corporation, a North Carolina corporation ("FCC") which merged on October 21, 1986 with the Issuer to effect the Delaware reincorporation and recapitalization of the holding company of First-Citizens Bank & Trust Company, a North Carolina-chartered commercial bank. In accordance with an Agreement and Plan of Merger approved by the shareholders of FCC, each outstanding share of FCC common stock was required to be surrendered and exchanged for 100 shares of the Issuer's Class A common stock and 25 shares of the Issuer's Class B common stock. In addition to the shares acquired by Mr. Broadrick, individually and in a fiduciary capacity, and by his immediate 3 family, as a result of the share exchange pursuant to the merger, additional shares have since been acquired by George H. Broadrick in a fiduciary capacity, including but not limited to those described in Item 5(c) below, some of which shares were acquired as gifts. Any shares of Class A Common Stock of the Issuer purchased to date by Mr. Broadrick, his spouse, or by the third party trusts as to which he serves in a fiduciary capacity as trustee, were purchased with cash. Any shares of Class A Common Stock of the Issuer which may be purchased following the date of this Amendment No. 1 by Mr. Broadrick, members of his immediate family, or the trusts of which he serves as trustee, are expected to be purchased with cash using each such individual's or trust's own funds. Item 4. Purpose of Transaction. As described in Item 3 above, the initial acquisition of shares of the Issuer's Class A Common Stock resulted from the required exchange of FCC common stock for the Issuer's Class A and Class B Common Stock issued due to the merger of FCC into the Issuer on October 21, 1986. The purpose of the merger was to effect the reincorporation in Delaware and the recapitalization of the holding company of First-Citizens Bank & Trust Company. A full description of the purpose of this transaction may be found in Registration Statement No. 33-7946 on Form S-4, as amended by Amendment No. 1, filed with the Securities and Exchange Commission on September 17, 1986. Since the merger, various additional shares of Class A and Class B Common Stock have been acquired for investment purposes by Mr. Broadrick individually and as Trustee of various trusts for the benefit of the adult children of Lewis R. Holding, who serves as Chairman of the Board and Chief Executive Officer of the Issuer. The Class A Common Stock beneficially owned by Mr. Broadrick is held for investment purposes. Mr. Broadrick may consider purchasing additional shares of the Issuer in the open market or in privately negotiated transactions. Whether Mr. Broadrick, members of his immediate family, and/or the trusts of which he serves as trustee, purchase any additional shares of the Issuer's Class A Common Stock, and the amount and timing of any such purchases, will depend on his continuing assessment of pertinent factors, including without limitation the following: the availability of shares for purchase at particular price levels; the Issuer's business and prospects; other business and investment opportunities available to Mr. Broadrick; economic conditions; stock market and money market conditions. Depending upon his assessment of these factors from time to time, Mr. Broadrick may change his present intentions as stated above, subject to the terms and conditions of the trust agreements described below. Mr. Broadrick has no current plans which would result in any of the consequences listed in (a)-(j) of Item 4 of Schedule 13D. However, as Chairman of the Executive Committee of the Board of Directors of the Issuer, Mr. Broadrick is actively involved in the management and policy-making functions of the Issuer and, as such, would be involved in the decisions regarding any of the matters described in Item 4. 4 Item 5. Interest in Securities of the Issuer. (a)-(b) George H. Broadrick beneficially owns an aggregate of 1,057,342 shares of Class A Common Stock, constituting 10.97% of the outstanding Class A Common Stock of the Issuer (based on 9,637,882 shares outstanding). As of the date hereof, Mr. Broadrick holds directly 55,742 shares (0.58%) of Class A Common Stock. The remaining shares listed above as beneficially owned by George H. Broadrick consist of an aggregate of 746,100 shares (7.74%) held by Mr. Broadrick in a fiduciary capacity as sole trustee of two irrevocable trusts for the benefit of the adult children of Lewis R. Holding; an aggregate of 245,500 shares (2.55%) held in a fiduciary capacity by George H. Broadrick and the spouse of Lewis R. Holding as co-trustees of four irrevocable trusts for the benefit of Mr. Holding's adult children; and 10,000 shares (0.10%) held directly by Mr. Broadrick's spouse. George H. Broadrick exercises sole voting and dispositive power as to 801,842 shares (8.32%) held directly on his own behalf and in a fiduciary capacity as sole trustee; he exercises shared voting and dispositive power as to 245,500 shares (2.55%) held in a fiduciary capacity as co-trustee; and, as to 10,000 shares (0.10%) held by his spouse, Mr. Broadrick disclaims beneficial ownership as to such shares. (c) On March 31, 1997, Mr. Broadrick, as sole trustee of two trusts for the benefit of the adult children of Lewis R. Holding, disposed of 207,706 shares (2.16%) of the Issuer's Class A Common Stock held by such trusts in a share-for-share exchange with Lewis R. Holding in return for a total of 207,706 shares of the Issuer's Class B Common Stock transferred from Lewis R. Holding, which shares of Class B Common Stock were transferred from Mr. Holding's direct ownership. The Issuer's Class A Common Stock and Class B Common Stock are separate and distinct classes of equity securities with different voting rights and are not convertible one to another. No other transactions in the Class A Common Stock were effected by Mr. Broadrick, members of his immediate family, or the trusts as to which he serves in a fiduciary capacity, during the previous sixty (60) days. (d) The trust agreements described in Item 6 below, under which George H. Broadrick is trustee, contain certain terms and conditions as to whether dividends on the shares held in trust, or proceeds from the sale thereof, may be paid to the beneficiaries, accumulated as income or transferred to the principal of the trusts. Reference is made to such trust agreements (which are incorporated by reference herein as Exhibits) for their complete terms and conditions. Otherwise, the record holders of the shares shown above as beneficially owned by Mr. Broadrick have the rights to receive dividends and proceeds from the sale of such shares. (e) Not applicable. 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the trust agreements filed as Exhibits 7(a) and 7(b) below, George H. Broadrick has sole voting and dispositive authority over shares of the Class A Common Stock, but is directed to consult with such of the then current beneficiaries who have reached age forty (40) years (neither of the current beneficiaries have reached such age as of the date of this Statement). Certain other voting and dispositive power contingencies also are contained in each of such trust agreements, to which reference is made for their complete terms and conditions. Pursuant to the trust agreements filed as Exhibits 7(c), 7(d), 7(e) and 7(f) below, George H. Broadrick, as successor trustee to First-Citizens Bank & Trust Company, has shared voting and dispositive authority with Carolyn S. Holding, co-trustee, and the current beneficiaries. Certain other voting and dispositive power contingencies also are contained in each of such trust agreements, to which reference is made for their complete terms and conditions. Except as described herein, there are no contracts, agreements, arrangements or relationships (legal or otherwise) between Mr. Broadrick and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. (a) Irrevocable Trust Agreement for Carmen P. Holding, dated March 28, 1990; Lewis R. Holding, Grantor; George H. Broadrick, Trustee. (b) Irrevocable Trust Agreement for Caroline R. Holding, dated March 28, 1990; Lewis R. Holding, Grantor; George H. Broadrick, Trustee. (c) Irrevocable Trust Agreement for the benefit of Carmen P. Holding, dated April 26, 1979; as amended by a Notice of Removal of Trustee, Appointment of Successor Trustee, and Acceptance of Appointment as Successor Trustee, dated January 30, 1991; Lewis R. Holding, Grantor; Carolyn S. Holding and George H. Broadrick, Co-Trustees. (d) Irrevocable Trust Agreement for the benefit of Caroline R. Holding, dated April 26, 1979; as amended by a Notice of Removal of Trustee, Appointment of Successor Trustee, and Acceptance of Appointment as Successor Trustee, dated January 30, 1991; Lewis R. Holding, Grantor; Carolyn S. Holding and George H. Broadrick, Co-Trustees. (e) Irrevocable Trust Agreement for the benefit of Carmen P. Holding, dated December 28, 1976; as amended by a Notice of Removal of Trustee, Appointment of Successor Trustee, and Acceptance of Appointment as Successor Trustee, dated 6 January 30, 1991; Maggie B. Holding, Grantor; Carolyn S. Holding and George H. Broadrick, Co-Trustees. (f) Irrevocable Trust Agreement for the benefit of Caroline R. Holding, dated December 28, 1976; as amended by a Notice of Removal of Trustee, Appointment of Successor Trustee, and Acceptance of Appointment as Successor Trustee, dated January 30, 1991; Maggie B. Holding, Grantor; Carolyn S. Holding and George H. Broadrick, Co-Trustees. 7 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 16, 1997 /s/George H. Broadrick Date George H. Broadrick 8 EX-7 2 EXHIBIT 7(A) Exhibit 7(a) STATE OF NORTH CAROLINA COUNTY OF WAKE IRREVOCABLE TRUST AGREEMENT FOR CARMEN P. HOLDING THIS AGREEMENT, made the 28th day of March, 1990, and executed in duplicate, between LEWIS R. HOLDING of Wake County, North Carolina, hereinafter called the Grantor, and GEORGE H. BROADRICK, hereinafter called the Trustee, W I T N E S S E T H : ARTICLE I TRUST CORPUS Section 1. Trust Property. The Grantor has this day delivered to the Trustee the property described in Schedule A attached hereto, and the Trustee agrees to hold, administer and distribute all of the aforesaid assets (together with all additions thereto and all reinvestments thereof) as the principal of a trust estate in accordance with the terms and provisions hereinafter set out. Section 2. Additions to Corpus. The Grantor or any other person may, at any time and from time to time, add cash, securities or other property to the principal of the trust estate herein created, by deed, gift, Will or other means, with the consent of the Trustee. Any additions to the trust estate shall be held, administered and distributed as an integral part of the principal thereof in accordance with all of the terms and provisions of this Agreement. ARTICLE II TRUST IRREVOCABLE This Agreement is hereby declared to be irrevocable and the Grantor shall have no right to alter or amend same in any respect or particular. 1 ARTICLE III POWERS OF TRUSTEE The Trustee shall receive, hold, manage, convert, sell, exchange, assign, alter, invest, reinvest and otherwise deal with the above-described properties as said Trustee in the Trustee's discretion shall deem to be for the best interests of the beneficiaries hereunder. Without in any way limiting the generality of the foregoing and subject to North Carolina General Statute Section 32-26, the Grantor hereby grants to the Trustee all of the powers set forth in North Carolina General Statute Section 32-27. These powers hereby are incorporated by reference and made a part of this instrument, and such powers are intended to be in addition to and not in substitution of other powers conferred by law. Section 1. Retention of Original Assets. The Trustee is authorized to retain as an asset of this trust estate any property deposited to the trust by the Grantor during the Grantor's lifetime or transferred to the trust after the death of the Grantor under the terms of the Grantor's Will. Such authority shall not impair the power of sale or exchange or any other powers or discretion given the Trustee, but if said assets or any of them are retained by the Trustee for the duration of the trust or any shorter period of time, the Trustee shall not be responsible or liable for any loss or decrease in the value of said assets or any of them, or the trust, by reason of such retention. Section 2. Authorization for Business Enterprise. If any interest in a business enterprise (whether operated in the form of a corporation, a partnership or a sole proprietorship) shall form a part of any trust created hereunder, the Grantor hereby vests the Trustee, including any successor Trustee, with the power and authority (in addition to all other powers granted herein) to retain and continue to operate the business for such period as the Trustee may deem advisable (without regard to diversification in other types of investments), or to sell or liquidate all or any 2 part of any business at such time and price and upon such terms and conditions (including credit) as the Trustee may determine. The Grantor is aware that certain risks are inherent in the operation of any business. Therefore, the Grantor directs that the Trustee shall not be held liable for any loss resulting from the retention and operation of any business unless such loss shall result directly from the Trustee's gross negligence or willful misconduct. In determining any question of liability for losses, it should be considered that the Trustee is engaging in a speculative enterprise at the Grantor's express request. Section 3. Retention of Bank Stock. The Grantor confers upon the Trustee (in addition to the powers conferred by the laws of North Carolina and those contained in the provisions of this Agreement, notwithstanding any statute, rule of law or rule or regulation of any supervisory authority) the following powers regarding any stock of FIRST CITIZENS BANCSHARES, INC., FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC., FIDELITY BANCSHARES (N.C.), INC., SOUTHERN BANCSHARES (N.C.), INC., or any successor corporation, holding company or any other entity of said corporations the following powers: A. Retention. To retain any such shares of stock which the Grantor shall own at the time of his death until the Trustee shall determine that there exists some circumstances or condition (other than desirability of diversification) which shall cause it to decide that the sale or other conversion of all or any portion of said stock is definitely advisable and for the best interests of the trust and beneficiaries concerned. B. Voting. To vote any such shares of stock. Provided, however, it is the Grantor's desire that the Trustee consult with such of the then current income beneficiary or beneficiaries hereof as shall have attained the age of forty (40) years in connection with the voting of such stock; but the Grantor specifically directs that the Trustee shall not be bound to vote such stock in accordance with the preference of any such beneficiary. Notwithstanding any other provision herein, during such time as 3 FIRST-CITIZENS BANK & TRUST COMPANY shall be serving as Trustee, such stock shall be voted by the Trustee as directed by the Grantor's daughter, CARMEN P. HOLDING, if she shall then be living, otherwise by the Grantor's daughter, CAROLINE R. HOLDING, if she shall then be living. If the Grantor shall have no children then living who shall have attained the age of twenty-one (21) years, such shares shall be voted by the Trustee as directed by a majority of such of the Grantor's grandchildren as shall then be living and shall have attained the age of twenty-one (21) years. If the Grantor shall have no children or grandchildren then living who shall have attained the age of twenty-one (21) years, such shares shall be voted by the Trustee as directed by FRANK B. HOLDING if he shall then be living, otherwise as directed by a majority of such of his children as shall then be living and shall have attained the age of twenty-one (21) years. C. Acquisition. To acquire by purchase, exchange or otherwise additional shares of stock in said corporations. D. Receipt. To receive and retain shares of said stock issued as a stock dividend. E. Subscription. To subscribe for, receive, and retain the proportion to which the trust may be entitled in any additional shares of stock hereafter lawfully authorized by the stockholders and any decision of the Trustee in connection with the retention, voting, sale or exchange of said stock or stock in any other corporation held by it shall be conclusive and binding upon all persons and for all purposes. F. Trustee's Liability. The Trustee shall not be liable for any loss or decrease in value which may arise by reason of the exercise of the powers herein conferred. Section 4. Employment of Agents. The Trustee is authorized to employ accountants, attorneys and such agents as the Trustee may deem advisable and to pay from funds of the trust reasonable compensation for their services. In the event any suit or other legal action or proceeding is brought against this trust, against the Trustee in the capacity of Trustee, or against the 4 Trustee individually (but arising from or growing out of service as Trustee), or against the Grantor or any other person (but arising from or connected with the creation of said trust or any transfer of assets made into the said trust or otherwise relating to said trust), then in such event, all of the attorney fees, court costs and other expenses incident to such litigation or proceeding incurred by said trust, Trustee, Grantor or other person shall be borne by this trust as an expense hereof. Section 5. Transactions with Grantor or Grantor's Spouse. Provided that all such purchases, sales or exchanges shall be made at the fair market value of such asset at the time of the transaction, the Trustee, in the discretion of the Trustee, may acquire, purchase, sell, exchange or otherwise transfer properties with the Grantor or the Grantor's spouse and hold or dispose of them in accordance with the terms of this Trust Agreement. Section 6. Dealing with Trustee. Anyone dealing with the Trustee is not required to see to the application by the Trustee of the funds or other properties it receives. The Trustee shall not be liable for depreciation in the value of properties held in trust or for reasonable errors of judgment, or for any act, or failure to act, not amounting to gross negligence, bad faith or positive wrongdoing. ARTICLE IV DISPOSITIVE PROVISIONS Trustee shall administer the trust estate created hereunder upon the following terms and provisions and for the following uses and purposes and shall disburse the income and corpus as hereinafter set forth: Section 1. Withdrawal by Beneficiary. CARMEN P. HOLDING shall have the right in any calendar year (following the year of creation of this trust) to withdraw the full amount of any cash, securities, insurance policies or other assets contributed to the trust in that calendar year. The Trustee shall notify CARMEN P. HOLDING within thirty (30) days of such transfer or other contribution to the trust. Such right of withdrawal shall be 5 exercised in each case by written notification to the Trustee (received by the Trustee within thirty (30) days of the date of mailing of the notification of contribution) to that effect, specifying the cash or assets at current market value to be withdrawn; and promptly thereafter the Trustee shall make such distribution. All rights of withdrawal not exercised as hereinabove provided shall lapse upon the expiration of the time provided. Such right of withdrawal shall be non-cumulative, and any cash or assets not withdrawn within the time set and by the procedure herein established shall be held and administered in accordance with the terms and provisions of this trust. In creating this power, it is the intent of the Grantor to create an annual non-cumulative power of invasion which will qualify any transfer of property to the trust as a transfer of a present interest under Section 2503(b) of the Internal Revenue Code and will not be treated as a release of such power as that term is defined in Section 2514(e) of said Code. Section 2. Disbursements from Trust. After satisfying the requests for withdrawals, if any, made pursuant to the provisions of Section 1 above, the Trustee shall continue to hold the remainder of this trust estate in trust under the following terms and provisions: A. Income. Until the death of the Grantor's daughter, CARMEN P. HOLDING, all or any part of the net income derived from this trust estate may be paid to or applied for the benefit of the Grantor's said daughter as the Trustee in the Trustee's sole discretion shall from time to time determine. Any income not so used may be accumulated as income or may be transferred to principal and reinvested; and any funds so accumulated may subsequently be used in any manner as provided herein. B. Principal. The Trustee is authorized to pay to or apply for the benefit of the Grantor's daughter, CARMEN P. HOLDING, so much of the principal of this trust estate as the Trustee in the Trustee's sole discretion shall from time to time determine. 6 C. Distribution on Death of Daughter. So much of the principal and accumulated income of this trust as shall remain in the hands of the Trustee at the time of the death of the Grantor's daughter, CARMEN P. HOLDING, shall be transferred and delivered, discharged of the trust to such appointee or appointees of said daughter, including the daughter's estate, and in such amounts or proportions and upon such terms and provisions as said daughter shall appoint and direct in an effective Will or Codicil specifically referring to this power of appointment. The Trustee may rely upon an instrument admitted to probate in any jurisdiction as the Last Will of the said daughter, but if it has no written notice of the existence of such a Will within a period of three months after the death of the daughter, it may be presumed that the said daughter died intestate and the Trustee shall be protected in acting in accordance with such presumption. If this power of appointment shall not be effectually exercised as aforesaid as to all or any portion of such principal or accumulated income, so much of the said principal or accumulated income as shall not have been disposed of by the effectual exercise of such power of appointment shall vest in and be delivered to CARMEN P. HOLDING'S surviving issue per stirpes. If she shall leave no issue surviving, the principal and accumulated income shall vest in and be delivered to the Grantor's living issue per stirpes. If no issue of the Grantor shall then be living, the principal and accumulated income shall vest in and be delivered to the living issue per stirpes of the Grantor's brother, FRANK B. HOLDING. Notwithstanding the foregoing, if any portion of this trust would otherwise pass to a child of the Grantor for whose benefit the Grantor has established a trust with similar distribution, vesting and termination provisions to those contained herein, and if said trust is still active and has assets therein, then such child's portion shall pass directly to and be added to the principal of said trust for such child, to be administered and disposed of as a part of said trust. 7 D. Holdback to Age 25. If any of the funds and properties constituting a part of a trust shall vest in any person who shall be under twenty-five (25) years of age at the time of the vesting thereof in accordance with the foregoing provisions of this Article IV, such principal and accumulated income so vesting nevertheless shall continue to be held in trust by the Trustee under the provisions hereof and be administered as a separate trust and the net income therefrom or the principal thereof shall be applied, in such manner and at such intervals and in such amounts as the Trustee in the Trustee's sole discretion shall deem requisite or desirable for the suitable health, education, support and maintenance of such person until he or she shall attain the age of twenty-five (25) years, or, if such person shall die prior to his or her attainment of twenty-five (25) years, to such person's executors or administrators. E. Termination of Trusts. Notwithstanding any provisions hereof to the contrary, if during the administration of any trust or trusts hereunder, the Trustee in the Trustee's absolute discretion determines that the value of any such trust is such that the continuation thereof is uneconomic, or if the Trustee in the Trustee's absolute discretion determines that the continuation of this trust is not in the best interests of the beneficiaries, then the Trustee, in the Trustee's absolute discretion, may terminate any such trust or trusts and deliver the assets, discharged of all trusts, to the living beneficiaries who are then or would have been entitled to the income therefrom and in the same proportions; but if no beneficiary is then entitled to a specific portion of such income, then to the living income beneficiaries, per stirpes. ARTICLE V SUCCESSOR TRUSTEE GEORGE H. BROADRICK shall initially serve as sole Trustee of all trusts created under this Trust Agreement with full power and authority to exercise all powers and authority herein granted. GEORGE H. BROADRICK and any successor Trustee (whether named herein or appointed pursuant to the following provisions of this Article) 8 shall have the right and authority to resign (without the approval of the Clerk of Superior Court, any Court or any other person) or to renounce the right to serve. Upon the death, incapacity or resignation of the said GEORGE H. BROADRICK or any successor Trustee (whether named herein or appointed as hereinafter provided), such Trustee shall have the right either during lifetime or at death to appoint any other individual or individuals or any corporation or corporations to serve as successor Trustee hereunder. Any Trustee so appointed shall have the same authority to appoint one or more successor Trustees to exercise all power herein conferred, including the power to appoint a further successor Trustee. Upon the death, incapacity or resignation of any Trustee then serving without the appointment of a successor Trustee as provided herein, FRANK B. HOLDING shall assume all duties and responsibilities as Trustee. Upon the death, incapacity or resignation of the said FRANK B. HOLDING, without the appointment of a successor Trustee as provided herein, ELLA ANN HOLDING shall assume all duties and responsibilities as Trustee. Upon the death, incapacity or resignation of the said ELLA ANN HOLDING, without appointment of a successor Trustee as provided herein, FIRST-CITIZENS BANK & TRUST COMPANY shall assume all duties and responsibilities as Trustee. Any successor Trustee, whether named herein or appointed as provided above, shall have no duty or responsibility to examine any action or failure to act on the part of GEORGE H. BROADRICK or any other previous Trustee, and any such successor Trustee shall not be liable or responsible for any loss or decrease in value of the trust or for any other consequences of the action or failure to act of the original or other previous Trustee hereunder. No approval shall be required by any Court of the accounting or other records of any Trustee hereunder specifically including the final accounting of the original or other previous Trustee. Notwithstanding any other provision of this Article, in no event shall the Grantor, any beneficiary hereof, or anyone whose 9 appointment would cause the Grantor or the Grantor's estate to be taxed on all or any part of the principal or income of this trust, be appointed or be eligible to serve as a successor Trustee. ARTICLE VI MISCELLANEOUS PROVISIONS Section 1. Governing Law. This Agreement (except as herein otherwise expressly provided) shall be governed by and construed in accordance with, and the administration of properties held in trust hereunder shall be determined by, the laws of the State of North Carolina without regard to the domicile or residence of the Grantor or the situs of any property held in trust hereunder. Section 2. Grammatical Usage. In construing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so requires. Section 3. Invalid Provision. If any provision herein or application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term or provision or covenant to any other circumstance or situation shall not be affected thereby, and each term or provision and covenant herein shall be valid and enforceable to the full extent permitted by the law. Section 4. First-Citizens Bank & Trust Company. Any reference contained herein to FIRST-CITIZENS BANK & TRUST COMPANY shall include any successor resulting from a reorganization, merger or consolidation of such Bank. Section 5. Duplicate Originals. There are duplicate originals of this Trust Agreement. Section 6. Merger. In the event that the Grantor or the Grantor's spouse establishes another trust or trusts for the beneficiaries hereof with similar objectives and termination provisions to those contained herein for such beneficiaries, whether such trust or trusts are in existence at the time of the 10 creation of this trust or later come into existence, then the Grantor authorizes and directs the Trustee to merge, combine and commingle the assets of any trust or trusts created pursuant to this Trust Agreement with the assets of such trust or trusts established by the Grantor or the spouse of Grantor. The Trustee shall have the discretion to determine which of said trusts shall survive any merger of assets hereunder, and the trust or trusts from which said assets are so transferred shall terminate upon such transfer. ARTICLE VII COMPENSATION OF TRUSTEE As compensation for his services, GEORGE H. BROADRICK (or any individual successor Trustee) shall be entitled to retain from income (or principal) reasonable compensation commensurate with the duties and responsibilities assumed. As compensation for its services, FIRST-CITIZENS BANK & TRUST COMPANY (or any corporate successor Trustee) shall be entitled to retain from income (or principal) the commissions stipulated in its regularly adopted schedule of compensation in effect and applicable at the time of the performance of such services. IN WITNESS WHEREOF, the Grantor has signed this Agreement and affixed the seal adopted by the Grantor; and the Trustee, in acceptance of the trusts created hereunder, has signed this Agreement and affixed the seal adopted by the Trustee; all as of the date first above stated. /s/ Lewis R. Holding (SEAL) LEWIS R. HOLDING /s/ George H. Broadrick (SEAL) GEORGE H. BROADRICK 11 STATE OF NORTH CAROLINA COUNTY OF WAKE On this 28th day of March, 1990, before me, a Notary Public in and for said County and State, personally appeared LEWIS R. HOLDING, known to me to be the person whose name is subscribed to the within instrument and acknowledged the due execution of the same. WITNESS my hand and official seal. /s/ Pauline L. McIver Notary Public My Commission expires: 5/16/94 STATE OF NORTH CAROLINA COUNTY OF WAKE On this 28th day of March, 1990, before me, a Notary Public in and for said County and State, personally appeared GEORGE H. BROADRICK, Trustee, known to me to be the person whose name is subscribed to the within instrument and acknowledged the due execution of the same. WITNESS my hand and official seal. /s/ Pauline L. McIver Notary Public My Commission expires: 5/16/94 12 LEWIS R. HOLDING TRUST AGREEMENT SCHEDULE A GEORGE H. BROADRICK acknowledges receipt of the following property for the purposes set forth in the foregoing Trust Agreement, of which this page is specifically made a part: Cash . . . . . . . . . . . . . . . $100.00 This 28th day of March, 1990. /s/ George H. Broadrick GEORGE H. BROADRICK EX-7 3 EXHIBIT 7(B) Exhibit 7(b) STATE OF NORTH CAROLINA COUNTY OF WAKE IRREVOCABLE TRUST AGREEMENT FOR CAROLINE R. HOLDING THIS AGREEMENT, made the 28th day of March, 1990, and executed in duplicate, between LEWIS R. HOLDING of Wake County, North Carolina, hereinafter called the Grantor, and GEORGE H. BROADRICK, hereinafter called the Trustee, W I T N E S S E T H : ARTICLE I TRUST CORPUS Section 1. Trust Property. The Grantor has this day delivered to the Trustee the property described in Schedule A attached hereto, and the Trustee agrees to hold, administer and distribute all of the aforesaid assets (together with all additions thereto and all reinvestments thereof) as the principal of a trust estate in accordance with the terms and provisions hereinafter set out. Section 2. Additions to Corpus. The Grantor or any other person may, at any time and from time to time, add cash, securities or other property to the principal of the trust estate herein created, by deed, gift, Will or other means, with the consent of the Trustee. Any additions to the trust estate shall be held, administered and distributed as an integral part of the principal thereof in accordance with all of the terms and provisions of this Agreement. ARTICLE II TRUST IRREVOCABLE This Agreement is hereby declared to be irrevocable and the Grantor shall have no right to alter or amend same in any respect or particular. 1 ARTICLE III POWERS OF TRUSTEE The Trustee shall receive, hold, manage, convert, sell, exchange, assign, alter, invest, reinvest and otherwise deal with the above-described properties as said Trustee in the Trustee's discretion shall deem to be for the best interests of the beneficiaries hereunder. Without in any way limiting the generality of the foregoing and subject to North Carolina General Statute Section 32-26, the Grantor hereby grants to the Trustee all of the powers set forth in North Carolina General Statute Section 32-27. These powers hereby are incorporated by reference and made a part of this instrument, and such powers are intended to be in addition to and not in substitution of other powers conferred by law. Section 1. Retention of Original Assets. The Trustee is authorized to retain as an asset of this trust estate any property deposited to the trust by the Grantor during the Grantor's lifetime or transferred to the trust after the death of the Grantor under the terms of the Grantor's Will. Such authority shall not impair the power of sale or exchange or any other powers or discretion given the Trustee, but if said assets or any of them are retained by the Trustee for the duration of the trust or any shorter period of time, the Trustee shall not be responsible or liable for any loss or decrease in the value of said assets or any of them, or the trust, by reason of such retention. Section 2. Authorization for Business Enterprise. If any interest in a business enterprise (whether operated in the form of a corporation, a partnership or a sole proprietorship) shall form a part of any trust created hereunder, the Grantor hereby vests the Trustee, including any successor Trustee, with the power and authority (in addition to all other powers granted herein) to retain and continue to operate the business for such period as the Trustee may deem advisable (without regard to diversification in other types of investments), or to sell or liquidate all or any 2 part of any business at such time and price and upon such terms and conditions (including credit) as the Trustee may determine. The Grantor is aware that certain risks are inherent in the operation of any business. Therefore, the Grantor directs that the Trustee shall not be held liable for any loss resulting from the retention and operation of any business unless such loss shall result directly from the Trustee's gross negligence or willful misconduct. In determining any question of liability for losses, it should be considered that the Trustee is engaging in a speculative enterprise at the Grantor's express request. Section 3. Retention of Bank Stock. The Grantor confers upon the Trustee (in addition to the powers conferred by the laws of North Carolina and those contained in the provisions of this Agreement, notwithstanding any statute, rule of law or rule or regulation of any supervisory authority) the following powers regarding any stock of FIRST CITIZENS BANCSHARES, INC., FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC., FIDELITY BANCSHARES (N.C.), INC., SOUTHERN BANCSHARES (N.C.), INC., or any successor corporation, holding company or any other entity of said corporations the following powers: A. Retention. To retain any such shares of stock which the Grantor shall own at the time of his death until the Trustee shall determine that there exists some circumstances or condition (other than desirability of diversification) which shall cause it to decide that the sale or other conversion of all or any portion of said stock is definitely advisable and for the best interests of the trust and beneficiaries concerned. B. Voting. To vote any such shares of stock. Provided, however, it is the Grantor's desire that the Trustee consult with such of the then current income beneficiary or beneficiaries hereof as shall have attained the age of forty (40) years in connection with the voting of such stock; but the Grantor specifically directs that the Trustee shall not be bound to vote such stock in accordance with the preference of any such beneficiary. Notwithstanding any other provision herein, during such time as 3 FIRST-CITIZENS BANK & TRUST COMPANY shall be serving as Trustee, such stock shall be voted by the Trustee as directed by the Grantor's daughter, CAROLINE R. HOLDING, if she shall then be living, otherwise by the Grantor's daughter, CARMEN P. HOLDING, if she shall then be living. If the Grantor shall have no children then living who shall have attained the age of twenty-one (21) years, such shares shall be voted by the Trustee as directed by a majority of such of the Grantor's grandchildren as shall then be living and shall have attained the age of twenty-one (21) years. If the Grantor shall have no children or grandchildren then living who shall have attained the age of twenty-one (21) years, such shares shall be voted by the Trustee as directed by FRANK B. HOLDING if he shall then be living, otherwise as directed by a majority of such of his children as shall then be living and shall have attained the age of twenty-one (21) years. C. Acquisition. To acquire by purchase, exchange or otherwise additional shares of stock in said corporations. D. Receipt. To receive and retain shares of said stock issued as a stock dividend. E. Subscription. To subscribe for, receive, and retain the proportion to which the trust may be entitled in any additional shares of stock hereafter lawfully authorized by the stockholders and any decision of the Trustee in connection with the retention, voting, sale or exchange of said stock or stock in any other corporation held by it shall be conclusive and binding upon all persons and for all purposes. F. Trustee's Liability. The Trustee shall not be liable for any loss or decrease in value which may arise by reason of the exercise of the powers herein conferred. Section 4. Employment of Agents. The Trustee is authorized to employ accountants, attorneys and such agents as the Trustee may deem advisable and to pay from funds of the trust reasonable compensation for their services. In the event any suit or other legal action or proceeding is brought against this trust, against the Trustee in the capacity of Trustee, or against the 4 Trustee individually (but arising from or growing out of service as Trustee), or against the Grantor or any other person (but arising from or connected with the creation of said trust or any transfer of assets made into the said trust or otherwise relating to said trust), then in such event, all of the attorney fees, court costs and other expenses incident to such litigation or proceeding incurred by said trust, Trustee, Grantor or other person shall be borne by this trust as an expense hereof. Section 5. Transactions with Grantor or Grantor's Spouse. Provided that all such purchases, sales or exchanges shall be made at the fair market value of such asset at the time of the transaction, the Trustee, in the discretion of the Trustee, may acquire, purchase, sell, exchange or otherwise transfer properties with the Grantor or the Grantor's spouse and hold or dispose of them in accordance with the terms of this Trust Agreement. Section 6. Dealing with Trustee. Anyone dealing with the Trustee is not required to see to the application by the Trustee of the funds or other properties it receives. The Trustee shall not be liable for depreciation in the value of properties held in trust or for reasonable errors of judgment, or for any act, or failure to act, not amounting to gross negligence, bad faith or positive wrongdoing. ARTICLE IV DISPOSITIVE PROVISIONS Trustee shall administer the trust estate created hereunder upon the following terms and provisions and for the following uses and purposes and shall disburse the income and corpus as hereinafter set forth: Section 1. Withdrawal by Beneficiary. CAROLINE R. HOLDING shall have the right in any calendar year (following the year of creation of this trust) to withdraw the full amount of any cash, securities, insurance policies or other assets contributed to the trust in that calendar year. The Trustee shall notify CAROLINE R. HOLDING within thirty (30) days of such transfer or other contribution to the trust. Such right of withdrawal shall be 5 exercised in each case by written notification to the Trustee (received by the Trustee within thirty (30) days of the date of mailing of the notification of contribution) to that effect, specifying the cash or assets at current market value to be withdrawn; and promptly thereafter the Trustee shall make such distribution. All rights of withdrawal not exercised as hereinabove provided shall lapse upon the expiration of the time provided. Such right of withdrawal shall be non-cumulative, and any cash or assets not withdrawn within the time set and by the procedure herein established shall be held and administered in accordance with the terms and provisions of this trust. In creating this power, it is the intent of the Grantor to create an annual non-cumulative power of invasion which will qualify any transfer of property to the trust as a transfer of a present interest under Section 2503(b) of the Internal Revenue Code and will not be treated as a release of such power as that term is defined in Section 2514(e) of said Code. Section 2. Disbursements from Trust. After satisfying the requests for withdrawals, if any, made pursuant to the provisions of Section 1 above, the Trustee shall continue to hold the remainder of this trust estate in trust under the following terms and provisions: A. Income. Until the death of the Grantor's daughter, CAROLINE R. HOLDING, all or any part of the net income derived from this trust estate may be paid to or applied for the benefit of the Grantor's said daughter as the Trustee in the Trustee's sole discretion shall from time to time determine. Any income not so used may be accumulated as income or may be transferred to principal and reinvested; and any funds so accumulated may subsequently be used in any manner as provided herein. B. Principal. The Trustee is authorized to pay to or apply for the benefit of the Grantor's daughter, CAROLINE R. HOLDING, so much of the principal of this trust estate as the Trustee in the Trustee's sole discretion shall from time to time determine. 6 C. Distribution on Death of Daughter. So much of the principal and accumulated income of this trust as shall remain in the hands of the Trustee at the time of the death of the Grantor's daughter, CAROLINE R. HOLDING, shall be transferred and delivered, discharged of the trust to such appointee or appointees of said daughter, including the daughter's estate, and in such amounts or proportions and upon such terms and provisions as said daughter shall appoint and direct in an effective Will or Codicil specifically referring to this power of appointment. The Trustee may rely upon an instrument admitted to probate in any jurisdiction as the Last Will of the said daughter, but if it has no written notice of the existence of such a Will within a period of three months after the death of the daughter, it may be presumed that the said daughter died intestate and the Trustee shall be protected in acting in accordance with such presumption. If this power of appointment shall not be effectually exercised as aforesaid as to all or any portion of such principal or accumulated income, so much of the said principal or accumulated income as shall not have been disposed of by the effectual exercise of such power of appointment shall vest in and be delivered to CAROLINE R. HOLDING'S surviving issue per stirpes. If she shall leave no issue surviving, the principal and accumulated income shall vest in and be delivered to the Grantor's living issue per stirpes. If no issue of the Grantor shall then be living, the principal and accumulated income shall vest in and be delivered to the living issue per stirpes of the Grantor's brother, FRANK B. HOLDING. Notwithstanding the foregoing, if any portion of this trust would otherwise pass to a child of the Grantor for whose benefit the Grantor has established a trust with similar distribution, vesting and termination provisions to those contained herein, and if said trust is still active and has assets therein, then such child's portion shall pass directly to and be added to the principal of said trust for such child, to be administered and disposed of as a part of said trust. 7 D. Holdback to Age 25. If any of the funds and properties constituting a part of a trust shall vest in any person who shall be under twenty-five (25) years of age at the time of the vesting thereof in accordance with the foregoing provisions of this Article IV, such principal and accumulated income so vesting nevertheless shall continue to be held in trust by the Trustee under the provisions hereof and be administered as a separate trust and the net income therefrom or the principal thereof shall be applied, in such manner and at such intervals and in such amounts as the Trustee in the Trustee's sole discretion shall deem requisite or desirable for the suitable health, education, support and maintenance of such person until he or she shall attain the age of twenty-five (25) years, or, if such person shall die prior to his or her attainment of twenty-five (25) years, to such person's executors or administrators. E. Termination of Trusts. Notwithstanding any provisions hereof to the contrary, if during the administration of any trust or trusts hereunder, the Trustee in the Trustee's absolute discretion determines that the value of any such trust is such that the continuation thereof is uneconomic, or if the Trustee in the Trustee's absolute discretion determines that the continuation of this trust is not in the best interests of the beneficiaries, then the Trustee, in the Trustee's absolute discretion, may terminate any such trust or trusts and deliver the assets, discharged of all trusts, to the living beneficiaries who are then or would have been entitled to the income therefrom and in the same proportions; but if no beneficiary is then entitled to a specific portion of such income, then to the living income beneficiaries, per stirpes. ARTICLE V SUCCESSOR TRUSTEE GEORGE H. BROADRICK shall initially serve as sole Trustee of all trusts created under this Trust Agreement with full power and authority to exercise all powers and authority herein granted. GEORGE H. BROADRICK and any successor Trustee (whether named herein or appointed pursuant to the following provisions of this Article) 8 shall have the right and authority to resign (without the approval of the Clerk of Superior Court, any Court or any other person) or to renounce the right to serve. Upon the death, incapacity or resignation of the said GEORGE H. BROADRICK or any successor Trustee (whether named herein or appointed as hereinafter provided), such Trustee shall have the right either during lifetime or at death to appoint any other individual or individuals or any corporation or corporations to serve as successor Trustee hereunder. Any Trustee so appointed shall have the same authority to appoint one or more successor Trustees to exercise all power herein conferred, including the power to appoint a further successor Trustee. Upon the death, incapacity or resignation of any Trustee then serving without the appointment of a successor Trustee as provided herein, FRANK B. HOLDING shall assume all duties and responsibilities as Trustee. Upon the death, incapacity or resignation of the said FRANK B. HOLDING, without the appointment of a successor Trustee as provided herein, ELLA ANN HOLDING shall assume all duties and responsibilities as Trustee. Upon the death, incapacity or resignation of the said ELLA ANN HOLDING, without appointment of a successor Trustee as provided herein, FIRST-CITIZENS BANK & TRUST COMPANY shall assume all duties and responsibilities as Trustee. Any successor Trustee, whether named herein or appointed as provided above, shall have no duty or responsibility to examine any action or failure to act on the part of GEORGE H. BROADRICK or any other previous Trustee, and any such successor Trustee shall not be liable or responsible for any loss or decrease in value of the trust or for any other consequences of the action or failure to act of the original or other previous Trustee hereunder. No approval shall be required by any Court of the accounting or other records of any Trustee hereunder specifically including the final accounting of the original or other previous Trustee. Notwithstanding any other provision of this Article, in no event shall the Grantor, any beneficiary hereof, or anyone whose 9 appointment would cause the Grantor or the Grantor's estate to be taxed on all or any part fof the principal or income of this trust, be appointed or be eligible to serve as a successor Trustee. ARTICLE VI MISCELLANEOUS PROVISIONS Section 1. Governing Law. This Agreement (except as herein otherwise expressly provided) shall be governed by and construed in accordance with, and the administration of properties held in trust hereunder shall be determined by, the laws of the State of North Carolina without regard to the domicile or residence of the Grantor or the situs of any property held in trust hereunder. Section 2. Grammatical Usage. In construing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so requires. Section 3. Invalid Provision. If any provision herein or application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term or provision or covenant to any other circumstance or situation shall not be affected thereby, and each term or provision and covenant herein shall be valid and enforceable to the full extent permitted by the law. Section 4. First-Citizens Bank & Trust Company. Any reference contained herein to FIRST-CITIZENS BANK & TRUST COMPANY shall include any successor resulting from a reorganization, merger or consolidation of such Bank. Section 5. Duplicate Originals. There are duplicate originals of this Trust Agreement. Section 6. Merger. In the event that the Grantor or the Grantor's spouse establishes another trust or trusts for the beneficiaries hereof with similar objectives and termination provisions to those contained herein for such beneficiaries, whether such trust or trusts are in existence at the time of the 10 creation of this trust or later come into existence, then the Grantor authorizes and directs the Trustee to merge, combine and commingle the assets of any trust or trusts created pursuant to this Trust Agreement with the assets of such trust or trusts established by the Grantor or the spouse of Grantor. The Trustee shall have the discretion to determine which of said trusts shall survive any merger of assets hereunder, and the trust or trusts from which said assets are so transferred shall terminate upon such transfer. ARTICLE VII COMPENSATION OF TRUSTEE As compensation for his services, GEORGE H. BROADRICK (or any individual successor Trustee) shall be entitled to retain from income (or principal) reasonable compensation commensurate with the duties and responsibilities assumed. As compensation for its services, FIRST-CITIZENS BANK & TRUST COMPANY (or any corporate successor Trustee) shall be entitled to retain from income (or principal) the commissions stipulated in its regularly adopted schedule of compensation in effect and applicable at the time of the performance of such services. IN WITNESS WHEREOF, the Grantor has signed this Agreement and affixed the seal adopted by the Grantor; and the Trustee, in acceptance of the trusts created hereunder, has signed this Agreement and affixed the seal adopted by the Trustee; all as of the date first above stated. /s/ Lewis R. Holding (SEAL) LEWIS R. HOLDING /s/ George H. Broadrick (SEAL) GEORGE H. BROADRICK 11 STATE OF NORTH CAROLINA COUNTY OF WAKE On this 28th day of March, 1990, before me, a Notary Public in and for said County and State, personally appeared LEWIS R. HOLDING, known to me to be the person whose name is subscribed to the within instrument and acknowledged the due execution of the same. WITNESS my hand and official seal. /s/ Pauline L. McIver Notary Public My Commission expires: 5/16/94 STATE OF NORTH CAROLINA COUNTY OF WAKE On this 28th day of March, 1990, before me, a Notary Public in and for said County and State, personally appeared GEORGE H. BROADRICK, Trustee, known to me to be the person whose name is subscribed to the within instrument and acknowledged the due execution of the same. WITNESS my hand and official seal. /s/ Pauline L. McIver Notary Public My Commission expires: 5/16/94 12 LEWIS R. HOLDING TRUST AGREEMENT SCHEDULE A GEORGE H. BROADRICK acknowledges receipt of the following property for the purposes set forth in the foregoing Trust Agreement, of which this page is specifically made a part: Cash . . . . . . . . . . . . . . . $100.00 This 28th day of March, 1990. /s/ George H. Broadrick GEORGE H. BROADRICK EX-7 4 EXHIBIT 7(C) Exhibit 7(c) STATE OF NORTH CAROLINA COUNTY OF WAKE IRREVOCABLE TRUST AGREEMENT THIS IRREVOCABLE TRUST AGREEMENT, made and entered into this the 26th day of April, 1979, by and between LEWIS R. HOLDING of Wake County, North Carolina (hereinafter referred to as "Grantor"), party of the first part; and FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation, CAROLYN S. HOLDING, of Wake County, North Carolina (hereinafter individually referred to as "Corporate Trustee" and "Individual Trustee", respectively, and collectively referred to as "Trustees"), parties of the second part; W I T N E S S E T H : ARTICLE I CORPUS Section 1. Trust Property. The Grantor hereby irrevocably transfers, delivers and conveys to the Trustees all the property described on "Exhibit A" attached hereto and specifically incorporated herein by reference, the receipt of which is hereby acknowledged by the Trustees. The Trustees accept such transfer and agree to hold and administer the aforesaid property in trust for the uses and purposes and upon the express terms and conditions and with the powers and limitations hereinafter set forth. Section 2. Additions to Corpus. Additional property from time to time may be transferred by the Grantor or by any other person or persons to the Trustees, and such property thereupon shall become a part of the trust estate and shall be held, managed, invested, reinvested, and disposed of on the same terms and conditions as the property originally transferred. ARTICLE II DISPOSITIVE PROVISIONS Section 1. General Provisions. The Trustees shall hold, manage, invest and reinvest, and control the trust property, and shall collect the income thereof, and after deducting all necessary expenses incident to the management and administration of the trust property, shall disburse the net income and corpus for the benefit of CARMEN PRICE HOLDING (hereinafter referred to as "Primary Beneficiary") and said Primary Beneficiary's blood issue, as hereinafter provided. Section 2. Distribution During Primary Beneficiary's Life. The Trustees shall hold and distribute the net income and corpus during Primary Beneficiary's life upon the following terms and conditions: a. Income. The Trustees shall pay or apply the net income, at least annually, or more frequently as may be determined by the Trustees, to or for the benefit of Primary Beneficiary. b. Corpus. The Trustees may, in their discretion, pay or apply to or for the benefit of Primary Beneficiary such additional amounts from corpus, in such manner and at such intervals and in such amounts as the Trustees in their discretion from time to time shall deem requisite or desirable; provided, however, in the case of each payment of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote Primary Beneficiary's education, support, maintenance, or health; or is reasonably necessary for the reasonable support and comfort of Primary Beneficiary; or is reasonably necessary to enable Primary Beneficiary to maintain her accustomed standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 2b, the Trustees shall take into consideration any other income (other than capital gains), or property known to the Trustees which Primary Beneficiary may have or enjoy from sources other than this trust estate. Section 3. Distribution After Primary Beneficiary's Death. Upon the death of Primary Beneficiary, the corpus of this trust, as it shall then exist, and all undistributed income shall be held and distributed to or for the benefit of Primary 2 Beneficiary's blood issue, from time to time living, subject to the following terms and conditions: a. Income. The Trustees shall pay or apply the net income, at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable to promote the education, support, maintenance, or health of such beneficiary; or for the reasonable support and comfort of such beneficiary; or to enable such beneficiary to maintain his accustomed standard of living; or to meet an emergency. Any portion of the net income not distributed pursuant to the preceding sentence shall be paid at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in equal shares. Any such disbursements from income to such blood issue shall not be charged against any individual share subsequently distributed to any beneficiary. b. Corpus. The Trustees may, in their discretion, pay or apply to or for the benefit of any of Primary Beneficiary's blood issue, from time to time living, such additional amounts from corpus, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable. Provided, however, in the case of each payment or application of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote the education, support, maintenance or health of such beneficiary; or is reasonably necessary for the reasonable support and comfort of such beneficiary; or is reasonably necessary to enable such beneficiary to maintain his accustomed 3 standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 3b, the Trustees shall take into consideration any other income (other than capital gains), or property known to the Trustees which such beneficiary may have or enjoy from sources other than this trust estate. Any such disbursements from corpus shall not be charged against any individual share subsequently distributed to any beneficiary. Section 4. Termination and Distribution. This trust shall terminate upon (1) the death of Primary Beneficiary with no surviving blood issue or (2) the death of all surviving blood issue of Primary Beneficiary after the death of Primary Beneficiary whether born before or after the death of Primary Beneficiary, or (3) the expiration of the term of eighteen (18) years from the death of Primary Beneficiary, whichever of said three events shall first occur. Upon termination of this trust, the Trustees shall transfer and deliver the corpus and all undistributed income then constituting the trust estate, discharged of this trust, as follows: a. If any blood issue of Primary Beneficiary shall be living at the time of said termination, then in equal shares to such of Primary Beneficiary's natural children as shall then be living and to the blood issue per stirpes of such of Primary Beneficiary's natural children as shall be dead with blood issue then living--such blood issue representing its parent. b. If no blood issue of Primary Beneficiary shall be living at the time of said termination, then to CAROLINE ROYALL HOLDING, the child of Grantor, if she shall then be living, or to her blood issue per stirpes if she shall be dead with blood issue then living; provided, however, in the event that certain Irrevocable Trust Agreement executed by Grantor of even date herewith for the primary benefit of said CAROLINE 4 ROYALL HOLDING and her blood issue (said trust being hereinafter referred to as "Lewis R. Holding - Caroline Royall Holding Trust") shall still be in existence at the time of said termination, then any share otherwise payable to said CAROLINE ROYALL HOLDING or her blood issue per stirpes pursuant to the provisions of this Section 4 shall not be so paid but shall instead be transferred and delivered to the Trustees of the said Lewis R. Holding - Caroline Royall Holding Trust created for the primary benefit of said child and her blood issue. The corpus and income so transferred shall be added to the corpus of said Lewis R. Holding - Caroline Royall Holding Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions, and limitations set forth in said Lewis R. Holding - Caroline Royall Holding Trust. c. If no blood issue of Primary Beneficiary shall be living at the time of said termination, and if neither CAROLINE ROYALL HOLDING nor any of her blood issue shall be living at the time of said termination, and if the Lewis R. Holding - Caroline Royall Holding Trust shall not be in existence at the time of said termination, then the Trustees shall transfer and deliver the trust estate, as it shall then exist, discharged of this trust, to FRANK B. HOLDING or his successor as Trustee for the children of the Grantor's brother, FRANK B. HOLDING, (namely: FRANK BROWN HOLDING, JR., HOPE LEE HOLDING, OLIVIA BRITTON HOLDING, CLAIRE CHAMBLEE HOLDING, and ELIZABETH CARSON HOLDING), and their blood issue. The assets so delivered shall be divided by said Trustee into such number of equal shares as shall provide one (1) share for each of said children then living and one (1) share for the blood issue, per stirpes, of each of said children who is then deceased, and the shares so established shall be held and administered by said Trustee as follows: (1) Share for Child of FRANK B. HOLDING. The equal share established for each child of FRANK B. HOLDING 5 shall be held in a separate trust for the benefit of such child and the net income of such trust and all or any part of the principal thereof shall be paid to or applied for the benefit of such child in such manner and at such intervals and in such amounts as the Trustee shall from time to time deem requisite or desirable to promote the education, support, maintenance, or health of such child; or to enable such child to maintain his or her accustomed standard of living; or to meet an emergency. Any portion of the net income not distributed shall annually be added to principal and become a part thereof. Upon the death of such child, the separate trust estate of such child, as it then exists, shall vest in and shall be distributed and conveyed to the blood issue of such child per stirpes, or, if such child shall be survived by no blood issue, shall be apportioned equally to the other shares established as aforesaid for the children of said FRANK B. HOLDING or their blood issue and shall be administered and disposed of as part of and/or as provided herein with respect to such shares, provided, however, that all such distributions shall be subject to the provisions hereinafter set forth in Section 7 of Article II with respect to property that vests in and is distributable to persons who are under twenty-one (21) years of age. (2) Share for Blood Issue of Child of FRANK B. HOLDING. The share established for the blood issue of each deceased child of FRANK B. HOLDING shall vest in and shall be distributed and conveyed to such blood issue per stirpes subject, however, to the provisions hereinafter set forth in Section 7 of Article II with respect to property that vests in and is distributable to persons who are under twenty-one (21) years of age. d. If there is no person qualified to take under any of the preceding provisions of this Section of this Article, then 6 the Trustees shall distribute the aforesaid corpus and undistributed income to the then living heirs of Primary Beneficiary, as "heirs" are determined by the North Carolina Intestate Succession Act then in effect, and this trust shall terminate. It is Grantor's intention that the identity of such heirs and the respective shares to be distributed to them, are to be determined by the provisions of the North Carolina Intestate Succession Act then in force as if Primary Beneficiary died at the time of the event causing termination of this trust. Section 5. Payment to Minors. During the minority or legal disability of any beneficiary to or for whom income or corpus is authorized or directed to be paid hereunder, the Trustees may pay, transfer or assign the same in any one or more of the following ways as well as any other permissible method: a. Directly to such beneficiary; or, b. To the guardian of the person or of the property of such beneficiary upon the agreement of such guardian to apply or expend such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, c. To a relative of such beneficiary upon the agreement of such relative to expend or apply such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, d. By expending such income or corpus directly for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency. 7 The Trustees shall be protected and relieved of all liability hereunder in relying upon the written statement of a doctor of medicine in determining whether a beneficiary is under any legal disability. Section 6. Perpetuities. Anything herein contained to the contrary notwithstanding, no trust (other than a trust of a vested interest) created hereunder shall continue more than twenty-one (21) years after the death of the last to die of the Grantor and Primary Beneficiary; and upon the expiration of such period all trusts shall terminate and the assets thereof shall be delivered and conveyed to the then living income beneficiaries pursuant to the provisions of this Article. Section 7. Payment to Persons under Age Twenty-One (21). Notwithstanding anything herein contained to the contrary, whenever pursuant to the provisions of this agreement all or any part of the corpus of a trust shall vest in absolute ownership in and shall be distributable to a person under the age of twenty-one (21), the Trustees are authorized and empowered in their uncontrolled discretion, to hold the property so vested in such person, or any part thereof, in a separate fund for the benefit of such person, notwithstanding that such property may consist of investments not authorized by law for trust funds, and to invest and reinvest the same, collect the income therefrom and, until such person attains age twenty-one (21), to apply so much of the corpus and so much of the net income thereof to the support, education, and maintenance of such person as the Trustees shall see fit, and to accumulate, invest, and reinvest the balance of the income until such person shall attain age twenty-one (21), and thereupon to pay over the corpus, together with any accumulated and undistributed income, to such person, and if such person shall die before attaining age twenty-one (21), the corpus, together with any accumulated and undistributed income, shall be paid over to the estate of such person. The authority conferred upon the Trustees by this Section shall be construed as a power only, and shall not operate to suspend the absolute ownership of such property by such person or 8 to prevent the absolute vesting thereof in such person. With respect to the administration of any such property which shall vest in absolute ownership in such person, and which shall be held by the Trustees as authorized in this Section, the Trustees shall have all the powers vested in them under the provisions of this trust. ARTICLE III POWERS OF TRUSTEES Section 1. General Powers. Under and pursuant to the authority granted by North Carolina General Statute Section 32-26, the Grantor hereby grants to the Trustees all the powers set forth in North Carolina General Statute Section 32-27 and these powers are hereby incorporated by reference and made a part of this agreement, and such Powers are intended to be in addition to, and not in substitution of, all other powers conferred by law; and provided further that the reference in Section 32-27(29) to the Uniform Principal and Income Act contained in Chapter 37 shall be deemed a reference to the Principal and Income Act of 1973 contained in that Chapter. Such powers shall be subject to the limitations and restrictions stated in North Carolina General Statute Section 32-26(b) and elsewhere in this agreement and shall be exercised in a fiduciary capacity, primarily in the interest of the beneficiaries. Trustees are expressly authorized to retain any property which Trustees receive originally or hereafter, real or personal, tangible or intangible, including shares of stock in First-Citizens Bank & Trust Company, even though such retention would not be appropriate apart from this provision and even though such property may not be income-producing or may be a wasting asset. Trustees are hereby relieved from any and all liability for any loss or depreciation arising out of such retention. Trustees are also hereby relieved from any and all liabilities and restrictions which would otherwise be imposed upon them by Article 5 entitled "Uniform Trust Act" of Chapter 36 of the General Statutes of North Carolina. Trustees are expressly given the power, subject to the limitations set forth in this agreement (including, but not limited to, the restrictions hereinafter set 9 forth in Article VII), to purchase, hold, and vote shares of stock, bonds or other securities of First-Citizens Bank & Trust Company, or the stock, bonds or other securities of any affiliate of First-Citizens Bank & Trust Company. Section 2. Separate Duties of Corporate and Individual Trustees. The powers, duties, and authorities of the Trustees shall be exercised jointly; provided, however, unless Individual Trustee gives Corporate Trustee written notice to the contrary, the following powers and duties, except as otherwise provided in this trust agreement, may be exercised by corporate Trustee alone: a. To keep the books and records of the trust; b. To open bank accounts and draw checks thereon; c. To employ attorneys and accountants; d. To list property for taxation and prepare and file federal, state, municipal and county tax returns; e. To collect claims and debts due the trust and give receipts therefor; f. To pay claims against and debts of the trust; g. To compromise claims in favor of or against the trust; h. To have custody of property of the trust. Except as otherwise provided, Individual Trustee may similarly delegate any other power, duty or authority to Corporate Trustee by written agreement signed by all Trustees and filed with the trust records provided said delegation causes no tax liability to the trust or anyone interested in the trust. Any such delegation or delegations shall remain effective for the time therein specified or until earlier revocation by Individual Trustee by a written notice delivered to Corporate Trustee and filed with the records of the trust. Section 3. Power to Minimize Taxes. The Trustees may upon permission from a majority of the then current income beneficiaries surrender, disclaim, release, relinquish or amend, either in whole or in part, or reduce in scope any administrative provision of the trust which causes unanticipated tax liability, or 10 conform the administrative provisions of the trust to the requirements of the taxing authorities. The Trustees, therefore, are expressly authorized to enter into any and all agreements with the Internal Revenue Service or any other governmental body or official or from time to time execute any declaration of policy or disclaimers restricting the discretion given them as, determined in the discretion of the Trustees, will tend to minimize the taxes engendered by the trust. Section 4. Limitations on Trustees' Powers. Notwithstanding anything herein to the contrary, no power of the Trustees enumerated herein or now or hereafter conferred upon trustees generally shall be construed to enable the Grantor, or Trustees or either of them, or both of them together, or any other person to purchase, exchange, or otherwise deal with or dispose of all or any part of the corpus or income of the trust for less than an adequate consideration in money or monies worth, or to the extent prohibited by Section 675 of the Internal Revenue Code of 1954, as amended, to enable the Grantor to borrow all or any part of the corpus or income of the trust, directly or indirectly, without adequate interest or security, or to allow the Grantor directly or indirectly to borrow either corpus or income from the trust and not completely repay such loan, including any interest, before the beginning of the taxable year. No part of the corpus or income of the trust property shall be used for or applied to the payment of premiums upon policies of insurance on the life of the Grantor. Trustees shall neither have nor exercise the power to vote or direct the voting of any shares or other securities of the trust except as expressly directed in a signed, written authorization by a majority of the then current income beneficiaries; nor shall the Trustees have or exercise the power to purchase or sell any trust assets, including stock or securities, without written and signed authorization from a majority of the then current income beneficiaries. A majority of the then current income beneficiaries shall have the power to cause trust assets (including stock, securities, real estate, or any other type of 11 property) to be sold or purchased (for either cash or on credit and, if necessary, to use borrowed funds), by so indicating their intention in a signed, written request delivered to the Trustees; provided, however, that the said power of the beneficiaries to cause assets to be sold or purchased shall be subject to the express approval of the Individual Trustee. For purposes of this Section, the signed written authorization, direction or request of a minor beneficiary shall be of equal force and effect as if said beneficiary had attained the age of majority. The Trustees shall be relieved from any and all liability for any loss or decrease in value in the trust estate that may result from following such written directions of a majority of said income beneficiaries. ARTICLE IV ADMINISTRATIVE PROVISIONS Section 1. Records and Accounting. The Corporate Trustee shall maintain adequate books and records reflecting all income and corpus transactions, which books and records shall be open at all reasonable times to the inspection of the then current income beneficiaries or the guardian or person having custody of any minor or incompetent beneficiary. The Corporate Trustee shall furnish at least annual statements of all receipts, disbursements and transactions to the Grantor during his lifetime, to each adult beneficiary, and to the guardian or person having custody of any minor or incompetent beneficiary. Section 2. Bond. No Trustee shall be required to furnish any bond or surety for the performance of duties as trustee hereunder. Section 3. Compensation. Individual Trustee shall receive no compensation for her services hereunder but shall be entitled to reimbursements or advancements for all expenses incurred in performing the duties of trustee hereunder. Corporate Trustee, as compensation for its services as trustee hereunder, shall receive the commissions stipulated in its regularly adopted schedule of compensation in effect and applicable at the time of performance of such services. 12 ARTICLE V SUCCESSOR TRUSTEES Section 1. Resignation and Removal of Trustees. A trustee may resign at any time by giving thirty (30) days' notice of such resignation to Grantor, if living, and if not, to the then current income beneficiaries or their guardians; provided, however, the Corporate Trustee shall not resign until a successor trustee is appointed. Any successor trustee shall qualify under the provisions set forth below in Section 3 of this Article. Grantor, during his lifetime, and a majority of the then current income beneficiaries thereafter, shall have the right to remove any trustee with or without cause by giving thirty (30) days' notice of such removal to such trustee. Section 2. Successor Trustee. The Grantor, during his lifetime, and thereafter a majority of the then current income beneficiaries, shall have the right to appoint a qualified successor trustee in the event of the death, disability, resignation or removal of an acting trustee or in the event any person named herein as Trustee (including FRANK B. HOLDING who is named in Section 4 of Article II) is unable or fails for any reason to serve as Trustee. Each successor trustee shall be appointed by a written instrument filed with the records of the trust. If the Individual Trustee dies, resigns, is removed, or becomes disabled and no successor is so appointed, the Corporate Trustee may serve alone. Section 3. Qualifications. A successor trustee may be (a) an individual, or (b) a trust company or bank qualified to act as such in North Carolina, and having combined capital and surplus of not less than Ten Million Dollars ($10,000,000.00). Neither the Grantor nor any beneficiary shall act as trustee and no more than one-half (1/2) of the trustees shall be a "related or subordinate party," as defined by Section 672(c) of the Internal Revenue Code of 1954, as amended (or other similar statute then in force). Section 4. Powers of Successor Trustee. A successor trustee shall be vested with the same rights, powers and privileges 13 of a predecessor trustee. A successor trustee shall have no responsibility or accountability for the act of a predecessor trustee. ARTICLE VI SPENDTHRIFT PROVISION To the extent permitted by law, the interests of the beneficiaries shall not be subject to assignment, alienation, pledge, attachment, or claims of creditors, and shall not otherwise be voluntarily or involuntarily alienated or encumbered by any such beneficiary. ARTICLE VII VOTING OF STOCK HELD FOR BENEFIT OF CHILDREN OF FRANK B. HOLDING OR THEIR ISSUE If at any time there shall be any shares of First-Citizens Bank & Trust Company or any affiliate thereof or successor thereto held as a part of the trust established for the benefit of the children of Grantor's brother, FRANK B. HOLDING, or their blood issue, pursuant to the provisions of Article II, Section 4, such shares shall be voted by the Trustee as directed by a majority of FRANK BROWN HOLDING, JR., HOPE LEE HOLDING, OLIVIA BRITTON HOLDING, CLAIRE CHAMBLEE HOLDING, and ELIZABETH CARSON HOLDING, or the survivors of them. ARTICLE VIII IRREVOCABILITY This agreement and the trust hereby created shall be irrevocable, and the Grantor hereby expressly acknowledges that he shall have no right or power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke or terminate the trust, or any of the terms of this agreement, in whole or in part, or to designate the persons who shall possess or enjoy the trust property or income therefrom. By this instrument, the Grantor intends to and does hereby relinquish absolutely and forever, all possession or enjoyment of, all right to the income from the trust property, whether directly or indirectly or 14 constructively, and every interest of any nature in the trust property. ARTICLE IX DEFINITIONS Section 1. Trustees. "Trustees" shall include the trustees herein appointed (including, whenever the context so requires, FRANK B. HOLDING) and any successor Trustees. Section 2. Death. The death of any person shall be evidenced by presentation of a certified copy of such person's death certificate to the Trustees. Section 3. Blood Issue. The term "blood issue as used in this instrument, means natural lineal descendants in any degree of an indicated person and does not include adopted children, stepchildren, or foster children and their issue. Section 4. Interpretation. Whenever used herein, and to the extent appropriate, the masculine, feminine or neuter gender shall include the other two genders, the singular shall include the plural, and the plural shall include the singular. Section 5. Child. The term "child" or "children" as used in this instrument, shall include only blood descendants in the first degree of the ancestor to whom the term refers; adopted children, stepchildren, and foster children are excluded. ARTICLE X MISCELLANEOUS PROVISIONS Section 1. Governing Law. Notwithstanding that the Grantor or the beneficiaries may now or at any future time be domiciled elsewhere than in the State of North Carolina, this agreement shall be regarded for all purposes as a North Carolina document; the validity and construction hereof shall be determined and governed in all respects by the laws of the State of North Carolina; and the trust, powers and provisions herein contained shall be administered, exercised, and carried into effect according to the laws of the State of North Carolina. 15 Section 2. Unborn Person. A person en ventre sa mere shall be considered as in being, provided said person is subsequently born alive. Section 3. Good Faith Disbursements. Until and unless Trustees receive actual notice of any event upon which right to payment from this trust may depend, Trustees shall incur no liability to persons whose interests may have been affected by such event for disbursements made in good faith. Section 4. Invalid Provision. If any provision of this agreement shall be invalid or unenforceable, the remaining provisions shall continue to be fully effective. Section 5. Notices. Whenever any notice, demand, request or other communication is given or required to be given upon the Trustees, Grantor or beneficiaries under this agreement, each such notice, demand, request or other communication shall be in writing, and, any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served by personally delivering such writing or by mailing it by registered or certified mail, return receipt requested, to the person to whom it is directed (unless such notice, demand, request or other communications is waived or accepted by the person entitled thereto). Any such notice, demand, request or other communication shall be deemed to have been given at the time it was duly deposited in any office of the United States Postal Service. Section 6. Paragraph Headings. The paragraph headings are for convenience of reference only and shall not be deemed a part of this agreement. Section 7. Acceptance by Trustees. Trustees acknowledge receipt from the Grantor of the properties described in the attached Exhibit A, and do hereby accept this trust upon the terms set forth in this agreement. IN WITNESS WHEREOF, and in triplicate originals, the Grantor and the Individual Trustee have hereunto set their hands and seals, and the Corporate Trustee has caused this agreement to 16 be signed by one of its Vice Presidents and Trust Officers and attested by its (Assistant) Secretary and its corporate seal to be affixed, all as of this 26th day of April, 1979. Grantor: /s/ Lewis R. Holding (SEAL) Lewis R. Holding Individual Trustee: /s/ Carolyn S. Holding (SEAL) Carolyn S. Holding Corporate Trustee: ATTEST: FIRST-CITIZENS BANK & TRUST COMPANY /s/ J. Glenn Creech By/s/ J. T. Woodward, Jr. (Assistant) Secretary Senior Vice President and Trust Officer STATE OF NORTH CAROLINA COUNTY OF WAKE I, Alice W. Sherron (Penny), a Notary Public in and for said County and State, do hereby certify that LEWIS R. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this 26th day of April, 1979. /s/ Alice W. Sherron (Penny) Notary Public My Commission Expires: September 18, 1979 17 STATE OF NORTH CAROLINA COUNTY OF WAKE I, Alice W. Sherron (Penny), a Notary Public in and for said County and State, do hereby certify that CAROLYN S. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, the 26th day of April, 1979. /s/ Alice W. Sherron (Penny) Notary Public My Commission expires: September 18, 1979 STATE OF NORTH CAROLINA COUNTY OF WAKE I, Marie A. Southerland, a Notary public in and for the County and State aforesaid, do hereby certify that on the 26th day of April, 1979, before me personally appeared J. T. WOODWARD, JR., with whom I am personally acquainted, who, being by me first duly sworn, says that he is a Vice president and Trust Officer and that J. GLENN CREECH is (Assistant) Secretary of First-Citizens Bank & Trust Company, the corporation described in and which executed the foregoing instrument; that he knows the common seal of said corporation; that the seal affixed to the foregoing instrument is said common seal; that the name of the corporation was subscribed thereto by the said Vice president and Trust Officer; that the said Vice President and Trust Officer and the (Assistant) Secretary subscribed their names thereto and the said common seal was affixed, all by order of the Board of Directors of said corporation; and that the said instrument is the act and deed of said corporation. WITNESS my hand and notarial seal, this the 26th day of April, 1979. /s/ Marie A. Southerland Notary Public My Commission expires: December 23, 1983 18 ACCEPTANCE OF FRANK B. HOLDING, TRUSTEE FRANK B. HOLDING hereby accepts appointment as Trustee of the trust established pursuant to the provisions of ARTICLE II, Section 4 of the foregoing Trust Agreement for the benefit of the children and the blood issue of the children of Frank B. Holding and agrees to act and to administer said trust in accordance with its terms and provisions. This 26th day of April, 1979. /s/ Frank B. Holding (SEAL) Frank B. Holding 19 EXHIBIT A TO LEWIS R. HOLDING IRREVOCABLE TRUST AGREEMENT FOR CARMEN PRICE HOLDING 1,104 shares of the common stock of First-Citizens Bank & Trust Company CAROLYN S. HOLDING and FIRST-CITIZENS BANK & TRUST COMPANY, Trustees, acknowledge receipt of the foregoing property for the purposes set forth in the foregoing Irrevocable Trust Agreement of which this page is specifically made a part. This the 26th day of April, 1979. /s/ Carolyn S. Holding (SEAL) Carolyn S. Holding, Trustee ATTEST: FIRST-CITIZENS BANK & TRUST COMPANY Trustee /s/ J. G. Creech By /s/ J. T. Woodward, Jr. Appendix to Exhibit 7(c) STATE OF NORTH CAROLINA COUNTY OF WAKE NOTICE OF REMOVAL OF TRUSTEE, APPOINTMENT OF SUCCESSOR TRUSTEE AND ACCEPTANCE OF APPOINTMENT AS SUCCESSOR TRUSTEE TO: First-Citizens Bank & Trust Company, Post Office Box 151, Raleigh, North Carolina 27602 RE: Irrevocable Trust Agreement for the Primary Benefit of Carmen Price Holding, dated April 26, 1979 between Lewis R. Holding as Grantor and First-Citizens Bank & Trust Company and Carolyn S. Holding as Trustees. Pursuant to the authority granted under Section 1 of Article V of the above-referenced Trust Agreement, the undersigned LEWIS R. HOLDING, hereby removes FIRST-CITIZENS BANK & TRUST COMPANY as Corporate Trustee, effective thirty (30) days from the date of the delivery of this Notice. Further, pursuant to the authority granted in Section 2 in Article V thereof, the undersigned LEWIS R. HOLDING hereby appoints GEORGE H. BROADRICK to serve as Successor Co-Trustee in the place and stead of FIRST-CITIZENS BANK & TRUST COMPANY. The undersigned, GEORGE H. BROADRICK, accepts the appointment as Successor Co-Trustee of the above-referenced Trust Agreement, effective upon the effective date of the removal of FIRST-CITIZENS BANK & TRUST COMPANY, and agrees to hold, administer and distribute all of the trust assets in accordance with the terms and provisions of the above-referenced Trust Agreement upon delivery of the Trust assets to me. This 30th day of January, 1991. /s/ Lewis R. Holding (SEAL) LEWIS R. HOLDING /s/ George H. Broadrick (SEAL) GEORGE H. BROADRICK STATE OF NORTH CAROLINA COUNTY OF WAKE I, Nancy Narron, a Notary Public in and for said County and State, do hereby certify that LEWIS R. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 28th day of January, 1991. /s/ Nancy Narron Notary Public My Commission Expires: January 6, 1992 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG I, Sally B. Honeycutt, a Notary Public in and for said County and State, do hereby certify that GEORGE H. BROADRICK personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 30th day of January, 1991. /s/ Sally B. Honeycutt Notary Public My Commission Expires: February 24, 1993 EX-7 5 EXHIBIT 7(D) Exhibit 7(d) STATE OF NORTH CAROLINA COUNTY OF WAKE IRREVOCABLE TRUST AGREEMENT THIS IRREVOCABLE TRUST AGREEMENT, made and entered into this the 26th day of April, 1979, by and between LEWIS R. HOLDING of Wake County, North Carolina (hereinafter referred to as "Grantor"), party of the first part; and FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation, CAROLYN S. HOLDING, of Wake County, North Carolina (hereinafter individually referred to as "Corporate Trustee" and "Individual Trustee", respectively, and collectively referred to as "Trustees"), parties of the second part; W I T N E S S E T H : ARTICLE I CORPUS Section 1. Trust Property. The Grantor hereby irrevocably transfers, delivers and conveys to the Trustees all the property described on "Exhibit A" attached hereto and specifically incorporated herein by reference, the receipt of which is hereby acknowledged by the Trustees. The Trustees accept such transfer and agree to hold and administer the aforesaid property in trust for the uses and purposes and upon the express terms and conditions and with the powers and limitations hereinafter set forth. Section 2. Additions to Corpus. Additional property from time to time may be transferred by the Grantor or by any other person or persons to the Trustees, and such property thereupon shall become a part of the trust estate and shall be held, managed, invested, reinvested, and disposed of on the same terms and conditions as the property originally transferred. ARTICLE II DISPOSITIVE PROVISIONS Section 1. General Provisions. The Trustees shall hold, manage, invest and reinvest, and control the trust property, and shall collect the income thereof, and after deducting all necessary expenses incident to the management and administration of the trust property, shall disburse the net income and corpus for the benefit of CAROLINE ROYALL HOLDING (hereinafter referred to as "Primary Beneficiary") and said Primary Beneficiary's blood issue, as hereinafter provided. Section 2. Distribution During Primary Beneficiary's Life. The Trustees shall hold and distribute the net income and corpus during Primary Beneficiary's life upon the following terms and conditions: a. Income. The Trustees shall pay or apply the net income, at least annually, or more frequently as may be determined by the Trustees, to or for the benefit of Primary Beneficiary. b. Corpus. The Trustees may, in their discretion, pay or apply to or for the benefit of Primary Beneficiary such additional amounts from corpus, in such manner and at such intervals and in such amounts as the Trustees in their discretion from time to time shall deem requisite or desirable; provided, however, in the case of each payment of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote Primary Beneficiary's education, support, maintenance, or health; or is reasonably necessary for the reasonable support and comfort of Primary Beneficiary; or is reasonably necessary to enable Primary Beneficiary to maintain her accustomed standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 2b, the Trustees shall take into consideration any other income (other than capital gains), or property known to the Trustees which Primary Beneficiary may have or enjoy from sources other than this trust estate. Section 3. Distribution After Primary Beneficiary's Death. Upon the death of Primary Beneficiary, the corpus of this trust, as it shall then exist, and all undistributed income shall be held and distributed to or for the benefit of Primary 2 Beneficiary's blood issue, from time to time living, subject to the following terms and conditions: a. Income. The Trustees shall pay or apply the net income, at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable to promote the education, support, maintenance, or health of such beneficiary; or for the reasonable support and comfort of such beneficiary; or to enable such beneficiary to maintain his accustomed standard of living; or to meet an emergency. Any portion of the net income not distributed pursuant to the preceding sentence shall be paid at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in equal shares. Any such disbursements from income to such blood issue shall not be charged against any individual share subsequently distributed to any beneficiary. b. Corpus. The Trustees may, in their discretion, pay or apply to or for the benefit of any of Primary Beneficiary's blood issue, from time to time living, such additional amounts from corpus, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable. Provided, however, in the case of each payment or application of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote the education, support, maintenance or health of such beneficiary; or is reasonably necessary for the reasonable support and comfort of such beneficiary; or is reasonably necessary to enable such beneficiary to maintain his accustomed 3 standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 3b, the Trustees shall take into consideration any other income (other than capital gains), or property known to the Trustees which such beneficiary may have or enjoy from sources other than this trust estate. Any such disbursements from corpus shall not be charged against any individual share subsequently distributed to any beneficiary. Section 4. Termination and Distribution. This trust shall terminate upon (1) the death of Primary Beneficiary with no surviving blood issue or (2) the death of all surviving blood issue of Primary Beneficiary after the death of Primary Beneficiary whether born before or after the death of Primary Beneficiary, or (3) the expiration of the term of eighteen (18) years from the death of Primary Beneficiary, whichever of said three events shall first occur. Upon termination of this trust, the Trustees shall transfer and deliver the corpus and all undistributed income then constituting the trust estate, discharged of this trust, as follows: a. If any blood issue of Primary Beneficiary shall be living at the time of said termination, then in equal shares to such of Primary Beneficiary's natural children as shall then be living and to the blood issue per stirpes of such of Primary Beneficiary's natural children as shall be dead with blood issue then living--such blood issue representing its parent. b. If no blood issue of Primary Beneficiary shall be living at the time of said termination, then to CARMEN PRICE HOLDING, the child of Grantor, if she shall then be living, or to her blood issue per stirpes if she shall be dead with blood issue then living; provided, however, in the event that certain Irrevocable Trust Agreement executed by Grantor of even date herewith for the primary benefit of said CARMEN 4 PRICE HOLDING and her blood issue (said trust being hereinafter referred to as "Lewis R. Holding - Carmen Price Holding Trust") shall still be in existence at the time of said termination, then any share otherwise payable to said CARMEN PRICE HOLDING or her blood issue per stirpes pursuant to the provisions of this Section 4 shall not be so paid but shall instead be transferred and delivered to the Trustees of the said Lewis R. Holding - Carmen Price Holding Trust created for the primary benefit of said child and her blood issue. The corpus and income so transferred shall be added to the corpus of said Lewis R. Holding - Carmen Price Holding Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions, and limitations set forth in said Lewis R. Holding - Carmen Price Holding Trust. c. If no blood issue of Primary Beneficiary shall be living at the time of said termination, and if neither CARMEN PRICE HOLDING nor any of her blood issue shall be living at the time of said termination, and if the Lewis R. Holding - Carmen Price Holding Trust shall not be in existence at the time of said termination, then the Trustees shall transfer and deliver the trust estate, as it shall then exist, discharged of this trust, to FRANK B. HOLDING or his successor as Trustee for the children of the Grantor's brother, FRANK B. HOLDING, (namely: FRANK BROWN HOLDING, JR., HOPE LEE HOLDING, OLIVIA BRITTON HOLDING, CLAIRE CHAMBLEE HOLDING, and ELIZABETH CARSON HOLDING), and their blood issue. The assets so delivered shall be divided by said Trustee into such number of equal shares as shall provide one (1) share for each of said children then living and one (1) share for the blood issue, per stirpes, of each of said children who is then deceased, and the shares so established shall be held and administered by said Trustee as follows: (1) Share for Child of FRANK B. HOLDING. The equal share established for each child of FRANK B. HOLDING 5 shall be held in a separate trust for the benefit of such child and the net income of such trust and all or any part of the principal thereof shall be paid to or applied for the benefit of such child in such manner and at such intervals and in such amounts as the Trustee shall from time to time deem requisite or desirable to promote the education, support, maintenance, or health of such child; or to enable such child to maintain his or her accustomed standard of living; or to meet an emergency. Any portion of the net income not distributed shall annually be added to principal and become a part thereof. Upon the death of such child, the separate trust estate of such child, as it then exists, shall vest in and shall be distributed and conveyed to the blood issue of such child per stirpes, or, if such child shall be survived by no blood issue, shall be apportioned equally to the other shares established as aforesaid for the children of said FRANK B. HOLDING or their blood issue and shall be administered and disposed of as part of and/or as provided herein with respect to such shares, provided, however, that all such distributions shall be subject to the provisions hereinafter set forth in Section 7 of Article II with respect to property that vests in and is distributable to persons who are under twenty-one (21) years of age. (2) Share for Blood Issue of Child of FRANK B. HOLDING. The share established for the blood issue of each deceased child of FRANK B. HOLDING shall vest in and shall be distributed and conveyed to such blood issue per stirpes subject, however, to the provisions hereinafter set forth in Section 7 of Article II with respect to property that vests in and is distributable to persons who are under twenty-one (21) years of age. d. If there is no person qualified to take under any of the preceding provisions of this Section of this Article, then 6 the Trustees shall distribute the aforesaid corpus and undistributed income to the then living heirs of Primary Beneficiary, as "heirs" are determined by the North Carolina Intestate Succession Act then in effect, and this trust shall terminate. It is Grantor's intention that the identity of such heirs and the respective shares to be distributed to them, are to be determined by the provisions of the North Carolina Intestate Succession Act then in force as if Primary Beneficiary died at the time of the event causing termination of this trust. Section 5. Payment to Minors. During the minority or legal disability of any beneficiary to or for whom income or corpus is authorized or directed to be paid hereunder, the Trustees may pay, transfer or assign the same in any one or more of the following ways as well as any other permissible method: a. Directly to such beneficiary; or, b. To the guardian of the person or of the property of such beneficiary upon the agreement of such guardian to apply or expend such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, c. To a relative of such beneficiary upon the agreement of such relative to expend or apply such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, d. By expending such income or corpus directly for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency. 7 The Trustees shall be protected and relieved of all liability hereunder in relying upon the written statement of a doctor of medicine in determining whether a beneficiary is under any legal disability. Section 6. Perpetuities. Anything herein contained to the contrary notwithstanding, no trust (other than a trust of a vested interest) created hereunder shall continue more than twenty-one (21) years after the death of the last to die of the Grantor and Primary Beneficiary; and upon the expiration of such period all trusts shall terminate and the assets thereof shall be delivered and conveyed to the then living income beneficiaries pursuant to the provisions of this Article. Section 7. Payment to Persons under Age Twenty-One (21). Notwithstanding anything herein contained to the contrary, whenever pursuant to the provisions of this agreement all or any part of the corpus of a trust shall vest in absolute ownership in and shall be distributable to a person under the age of twenty-one (21), the Trustees are authorized and empowered in their uncontrolled discretion, to hold the property so vested in such person, or any part thereof, in a separate fund for the benefit of such person, notwithstanding that such property may consist of investments not authorized by law for trust funds, and to invest and reinvest the same, collect the income therefrom and, until such person attains age twenty-one (21), to apply so much of the corpus and so much of the net income thereof to the support, education, and maintenance of such person as the Trustees shall see fit, and to accumulate, invest, and reinvest the balance of the income until such person shall attain age twenty-one (21), and thereupon to pay over the corpus, together with any accumulated and undistributed income, to such person, and if such person shall die before attaining age twenty-one (21), the corpus, together with any accumulated and undistributed income, shall be paid over to the estate of such person. The authority conferred upon the Trustees by this Section shall be construed as a power only, and shall not operate to suspend the absolute ownership of such property by such person or 8 to prevent the absolute vesting thereof in such person. With respect to the administration of any such property which shall vest in absolute ownership in such person, and which shall be held by the Trustees as authorized in this Section, the Trustees shall have all the powers vested in them under the provisions of this trust. ARTICLE III POWERS OF TRUSTEES Section 1. General Powers. Under and pursuant to the authority granted by North Carolina General Statute Section 32-26, the Grantor hereby grants to the Trustees all the powers set forth in North Carolina General Statute Section 32-27 and these powers are hereby incorporated by reference and made a part of this agreement, and such Powers are intended to be in addition to, and not in substitution of, all other powers conferred by law; and provided further that the reference in Section 32-27(29) to the Uniform Principal and Income Act contained in Chapter 37 shall be deemed a reference to the Principal and Income Act of 1973 contained in that Chapter. Such powers shall be subject to the limitations and restrictions stated in North Carolina General Statute Section 32-26(b) and elsewhere in this agreement and shall be exercised in a fiduciary capacity, primarily in the interest of the beneficiaries. Trustees are expressly authorized to retain any property which Trustees receive originally or hereafter, real or personal, tangible or intangible, including shares of stock in First-Citizens Bank & Trust Company, even though such retention would not be appropriate apart from this provision and even though such property may not be income-producing or may be a wasting asset. Trustees are hereby relieved from any and all liability for any loss or depreciation arising out of such retention. Trustees are also hereby relieved from any and all liabilities and restrictions which would otherwise be imposed upon them by Article 5 entitled "Uniform Trust Act" of Chapter 36 of the General Statutes of North Carolina. Trustees are expressly given the power, subject to the limitations set forth in this agreement (including, but not limited to, the restrictions hereinafter set 9 forth in Article VII), to purchase, hold, and vote shares of stock, bonds or other securities of First-Citizens Bank & Trust Company, or the stock, bonds or other securities of any affiliate of First-Citizens Bank & Trust Company. Section 2. Separate Duties of Corporate and Individual Trustees. The powers, duties, and authorities of the Trustees shall be exercised jointly; provided, however, unless Individual Trustee gives Corporate Trustee written notice to the contrary, the following powers and duties, except as otherwise provided in this trust agreement, may be exercised by corporate Trustee alone: a. To keep the books and records of the trust; b. To open bank accounts and draw checks thereon; c. To employ attorneys and accountants; d. To list property for taxation and prepare and file federal, state, municipal and county tax returns; e. To collect claims and debts due the trust and give receipts therefor; f. To pay claims against and debts of the trust; g. To compromise claims in favor of or against the trust; h. To have custody of property of the trust. Except as otherwise provided, Individual Trustee may similarly delegate any other power, duty or authority to Corporate Trustee by written agreement signed by all Trustees and filed with the trust records provided said delegation causes no tax liability to the trust or anyone interested in the trust. Any such delegation or delegations shall remain effective for the time therein specified or until earlier revocation by Individual Trustee by a written notice delivered to Corporate Trustee and filed with the records of the trust. Section 3. Power to Minimize Taxes. The Trustees may upon permission from a majority of the then current income beneficiaries surrender, disclaim, release, relinquish or amend, either in whole or in part, or reduce in scope any administrative provision of the trust which causes unanticipated tax liability, or 10 conform the administrative provisions of the trust to the requirements of the taxing authorities. The Trustees, therefore, are expressly authorized to enter into any and all agreements with the Internal Revenue Service or any other governmental body or official or from time to time execute any declaration of policy or disclaimers restricting the discretion given them as, determined in the discretion of the Trustees, will tend to minimize the taxes engendered by the trust. Section 4. Limitations on Trustees' Powers. Notwithstanding anything herein to the contrary, no power of the Trustees enumerated herein or now or hereafter conferred upon trustees generally shall be construed to enable the Grantor, or Trustees or either of them, or both of them together, or any other person to purchase, exchange, or otherwise deal with or dispose of all or any part of the corpus or income of the trust for less than an adequate consideration in money or monies worth, or to the extent prohibited by Section 675 of the Internal Revenue Code of 1954, as amended, to enable the Grantor to borrow all or any part of the corpus or income of the trust, directly or indirectly, without adequate interest or security, or to allow the Grantor directly or indirectly to borrow either corpus or income from the trust and not completely repay such loan, including any interest, before the beginning of the taxable year. No part of the corpus or income of the trust property shall be used for or applied to the payment of premiums upon policies of insurance on the life of the Grantor. Trustees shall neither have nor exercise the power to vote or direct the voting of any shares or other securities of the trust except as expressly directed in a signed, written authorization by a majority of the then current income beneficiaries; nor shall the Trustees have or exercise the power to purchase or sell any trust assets, including stock or securities, without written and signed authorization from a majority of the then current income beneficiaries. A majority of the then current income beneficiaries shall have the power to cause trust assets (including stock, securities, real estate, or any other type of 11 property) to be sold or purchased (for either cash or on credit and, if necessary, to use borrowed funds), by so indicating their intention in a signed, written request delivered to the Trustees; provided, however, that the said power of the beneficiaries to cause assets to be sold or purchased shall be subject to the express approval of the Individual Trustee. For purposes of this Section, the signed written authorization, direction or request of a minor beneficiary shall be of equal force and effect as if said beneficiary had attained the age of majority. The Trustees shall be relieved from any and all liability for any loss or decrease in value in the trust estate that may result from following such written directions of a majority of said income beneficiaries. ARTICLE IV ADMINISTRATIVE PROVISIONS Section 1. Records and Accounting. The Corporate Trustee shall maintain adequate books and records reflecting all income and corpus transactions, which books and records shall be open at all reasonable times to the inspection of the then current income beneficiaries or the guardian or person having custody of any minor or incompetent beneficiary. The Corporate Trustee shall furnish at least annual statements of all receipts, disbursements and transactions to the Grantor during his lifetime, to each adult beneficiary, and to the guardian or person having custody of any minor or incompetent beneficiary. Section 2. Bond. No Trustee shall be required to furnish any bond or surety for the performance of duties as trustee hereunder. Section 3. Compensation. Individual Trustee shall receive no compensation for her services hereunder but shall be entitled to reimbursements or advancements for all expenses incurred in performing the duties of trustee hereunder. Corporate Trustee, as compensation for its services as trustee hereunder, shall receive the commissions stipulated in its regularly adopted schedule of compensation in effect and applicable at the time of performance of such services. 12 ARTICLE V SUCCESSOR TRUSTEES Section 1. Resignation and Removal of Trustees. A trustee may resign at any time by giving thirty (30) days' notice of such resignation to Grantor, if living, and if not, to the then current income beneficiaries or their guardians; provided, however, the Corporate Trustee shall not resign until a successor trustee is appointed. Any successor trustee shall qualify under the provisions set forth below in Section 3 of this Article. Grantor, during his lifetime, and a majority of the then current income beneficiaries thereafter, shall have the right to remove any trustee with or without cause by giving thirty (30) days' notice of such removal to such trustee. Section 2. Successor Trustee. The Grantor, during his lifetime, and thereafter a majority of the then current income beneficiaries, shall have the right to appoint a qualified successor trustee in the event of the death, disability, resignation or removal of an acting trustee or in the event any person named herein as Trustee (including FRANK B. HOLDING who is named in Section 4 of Article II) is unable or fails for any reason to serve as Trustee. Each successor trustee shall be appointed by a written instrument filed with the records of the trust. If the Individual Trustee dies, resigns, is removed, or becomes disabled and no successor is so appointed, the Corporate Trustee may serve alone. Section 3. Qualifications. A successor trustee may be (a) an individual, or (b) a trust company or bank qualified to act as such in North Carolina, and having combined capital and surplus of not less than Ten Million Dollars ($10,000,000.00). Neither the Grantor nor any beneficiary shall act as trustee and no more than one-half (1/2) of the trustees shall be a "related or subordinate party," as defined by Section 672(c) of the Internal Revenue Code of 1954, as amended (or other similar statute then in force). Section 4. Powers of Successor Trustee. A successor trustee shall be vested with the same rights, powers and privileges 13 of a predecessor trustee. A successor trustee shall have no responsibility or accountability for the act of a predecessor trustee. ARTICLE VI SPENDTHRIFT PROVISION To the extent permitted by law, the interests of the beneficiaries shall not be subject to assignment, alienation, pledge, attachment, or claims of creditors, and shall not otherwise be voluntarily or involuntarily alienated or encumbered by any such beneficiary. ARTICLE VII VOTING OF STOCK HELD FOR BENEFIT OF CHILDREN OF FRANK B. HOLDING OR THEIR ISSUE If at any time there shall be any shares of First-Citizens Bank & Trust Company or any affiliate thereof or successor thereto held as a part of the trust established for the benefit of the children of Grantor's brother, FRANK B. HOLDING, or their blood issue, pursuant to the provisions of Article II, Section 4, such shares shall be voted by the Trustee as directed by a majority of FRANK BROWN HOLDING, JR., HOPE LEE HOLDING, OLIVIA BRITTON HOLDING, CLAIRE CHAMBLEE HOLDING, and ELIZABETH CARSON HOLDING, or the survivors of them. ARTICLE VIII IRREVOCABILITY This agreement and the trust hereby created shall be irrevocable, and the Grantor hereby expressly acknowledges that he shall have no right or power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke or terminate the trust, or any of the terms of this agreement, in whole or in part, or to designate the persons who shall possess or enjoy the trust property or income therefrom. By this instrument, the Grantor intends to and does hereby relinquish absolutely and forever, all possession or enjoyment of, all right to the income from the trust property, whether directly or indirectly or 14 constructively, and every interest of any nature in the trust property. ARTICLE IX DEFINITIONS Section 1. Trustees. "Trustees" shall include the trustees herein appointed (including, whenever the context so requires, FRANK B. HOLDING) and any successor Trustees. Section 2. Death. The death of any person shall be evidenced by presentation of a certified copy of such person's death certificate to the Trustees. Section 3. Blood Issue. The term "blood issue as used in this instrument, means natural lineal descendants in any degree of an indicated person and does not include adopted children, stepchildren, or foster children and their issue. Section 4. Interpretation. Whenever used herein, and to the extent appropriate, the masculine, feminine or neuter gender shall include the other two genders, the singular shall include the plural, and the plural shall include the singular. Section 5. Child. The term "child" or "children" as used in this instrument, shall include only blood descendants in the first degree of the ancestor to whom the term refers; adopted children, stepchildren, and foster children are excluded. ARTICLE X MISCELLANEOUS PROVISIONS Section 1. Governing Law. Notwithstanding that the Grantor or the beneficiaries may now or at any future time be domiciled elsewhere than in the State of North Carolina, this agreement shall be regarded for all purposes as a North Carolina document; the validity and construction hereof shall be determined and governed in all respects by the laws of the State of North Carolina; and the trust, powers and provisions herein contained shall be administered, exercised, and carried into effect according to the laws of the State of North Carolina. 15 Section 2. Unborn Person. A person en ventre sa mere shall be considered as in being, provided said person is subsequently born alive. Section 3. Good Faith Disbursements. Until and unless Trustees receive actual notice of any event upon which right to payment from this trust may depend, Trustees shall incur no liability to persons whose interests may have been affected by such event for disbursements made in good faith. Section 4. Invalid Provision. If any provision of this agreement shall be invalid or unenforceable, the remaining provisions shall continue to be fully effective. Section 5. Notices. Whenever any notice, demand, request or other communication is given or required to be given upon the Trustees, Grantor or beneficiaries under this agreement, each such notice, demand, request or other communication shall be in writing, and, any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served by personally delivering such writing or by mailing it by registered or certified mail, return receipt requested, to the person to whom it is directed (unless such notice, demand, request or other communications is waived or accepted by the person entitled thereto). Any such notice, demand, request or other communication shall be deemed to have been given at the time it was duly deposited in any office of the United States Postal Service. Section 6. Paragraph Headings. The paragraph headings are for convenience of reference only and shall not be deemed a part of this agreement. Section 7. Acceptance by Trustees. Trustees acknowledge receipt from the Grantor of the properties described in the attached Exhibit A, and do hereby accept this trust upon the terms set forth in this agreement. IN WITNESS WHEREOF, and in triplicate originals, the Grantor and the Individual Trustee have hereunto set their hands and seals, and the Corporate Trustee has caused this agreement to 16 be signed by one of its Vice Presidents and Trust Officers and attested by its (Assistant) Secretary and its corporate seal to be affixed, all as of this 26th day of April, 1979. Grantor: /s/ Lewis R. Holding (SEAL) Lewis R. Holding Individual Trustee: /s/ Carolyn S. Holding (SEAL) Carolyn S. Holding Corporate Trustee: ATTEST: FIRST-CITIZENS BANK & TRUST COMPANY /s/ J. Glenn Creech By/s/ J. T. Woodward, Jr. (Assistant) Secretary Senior Vice President and Trust Officer STATE OF NORTH CAROLINA COUNTY OF WAKE I, Alice W. Sherron (Penny), a Notary Public in and for said County and State, do hereby certify that LEWIS R. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this 26th day of April, 1979. /s/ Alice W. Sherron (Penny) Notary Public My Commission Expires: September 18, 1979 17 STATE OF NORTH CAROLINA COUNTY OF WAKE I, Alice W. Sherron (Penny), a Notary Public in and for said County and State, do hereby certify that CAROLYN S. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, the 26th day of April, 1979. /s/ Alice W. Sherron (Penny) Notary Public My Commission expires: September 18, 1979 STATE OF NORTH CAROLINA COUNTY OF WAKE I, Marie A. Southerland, a Notary public in and for the County and State aforesaid, do hereby certify that on the 26th day of April, 1979, before me personally appeared J. T. WOODWARD, JR., with whom I am personally acquainted, who, being by me first duly sworn, says that he is a Vice president and Trust Officer and that J. GLENN CREECH is (Assistant) Secretary of First-Citizens Bank & Trust Company, the corporation described in and which executed the foregoing instrument; that he knows the common seal of said corporation; that the seal affixed to the foregoing instrument is said common seal; that the name of the corporation was subscribed thereto by the said Vice president and Trust Officer; that the said Vice President and Trust Officer and the (Assistant) Secretary subscribed their names thereto and the said common seal was affixed, all by order of the Board of Directors of said corporation; and that the said instrument is the act and deed of said corporation. WITNESS my hand and notarial seal, this the 26th day of April, 1979. /s/ Marie A. Southerland Notary Public My Commission expires: December 23, 1983 18 ACCEPTANCE OF FRANK B. HOLDING, TRUSTEE FRANK B. HOLDING hereby accepts appointment as Trustee of the trust established pursuant to the provisions of ARTICLE II, Section 4 of the foregoing Trust Agreement for the benefit of the children and the blood issue of the children of Frank B. Holding and agrees to act and to administer said trust in accordance with its terms and provisions. This 26th day of April, 1979. /s/ Frank B. Holding (SEAL) Frank B. Holding 19 EXHIBIT A TO LEWIS R. HOLDING IRREVOCABLE TRUST AGREEMENT FOR CAROLINE ROYALL HOLDING 1,104 shares of the common stock of First-Citizens Bank & Trust Company CAROLYN S. HOLDING and FIRST-CITIZENS BANK & TRUST COMPANY, Trustees, acknowledge receipt of the foregoing property for the purposes set forth in the foregoing Irrevocable Trust Agreement of which this page is specifically made a part. This the 26th day of April, 1979. /s/ Carolyn S. Holding (SEAL) Carolyn S. Holding, Trustee ATTEST: FIRST-CITIZENS BANK & TRUST COMPANY Trustee /s/ J. Glenn Creech By /s/ J. T. Woodward, Jr. Appendix to Exhibit 7(d) STATE OF NORTH CAROLINA COUNTY OF WAKE NOTICE OF REMOVAL OF TRUSTEE, APPOINTMENT OF SUCCESSOR TRUSTEE AND ACCEPTANCE OF APPOINTMENT AS SUCCESSOR TRUSTEE TO: First-Citizens Bank & Trust Company, Post Office Box 151, Raleigh, North Carolina 27602 RE: Irrevocable Trust Agreement for the Primary Benefit of Caroline Royall Holding, dated April 26, 1979 between Lewis R. Holding as Grantor and First-Citizens Bank & Trust Company and Carolyn S. Holding as Trustees. Pursuant to the authority granted under Section 1 of Article V of the above-referenced Trust Agreement, the undersigned LEWIS R. HOLDING, hereby removes FIRST-CITIZENS BANK & TRUST COMPANY as Corporate Trustee, effective thirty (30) days from the date of the delivery of this Notice. Further, pursuant to the authority granted in Section 2 in Article V thereof, the undersigned LEWIS R. HOLDING hereby appoints GEORGE H. BROADRICK to serve as Successor Co-Trustee in the place and stead of FIRST-CITIZENS BANK & TRUST COMPANY. The undersigned, GEORGE H. BROADRICK, accepts the appointment as Successor Co-Trustee of the above-referenced Trust Agreement, effective upon the effective date of the removal of FIRST-CITIZENS BANK & TRUST COMPANY, and agrees to hold, administer and distribute all of the trust assets in accordance with the terms and provisions of the above-referenced Trust Agreement upon delivery of the Trust assets to me. This 30 day of January, 1991. /s/ Lewis R. Holding (SEAL) LEWIS R. HOLDING /s/ George H. Broadrick (SEAL) GEORGE H. BROADRICK STATE OF NORTH CAROLINA COUNTY OF WAKE I, Nancy Narron, a Notary Public in and for said County and State, do hereby certify that LEWIS R. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 28 day of January, 1991. /s/ Nancy Narron Notary Public My Commission Expires: January 6, 1992 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG I, Sally B. Honeycutt, a Notary Public in and for said County and State, do hereby certify that GEORGE H. BROADRICK personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 30 day of January, 1991. /s/ Sally B. Honeycutt Notary Public My Commission Expires: 2/24/93 EX-7 6 EXHIBIT 7(E) Exhibit 7(e) STATE OF NORTH CAROLINA COUNTY OF JOHNSTON IRREVOCABLE TRUST AGREEMENT THIS IRREVOCABLE TRUST AGREEMENT, made and entered into this the 28th day of December, 1976, by and between MAGGIE B. HOLDING, of Johnston County, North Carolina (hereinafter referred to as "Grantor"), party of the first part; and FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation, and CAROLYN S. HOLDING, of Wake County, North Carolina (hereinafter individually referred to as "Corporate Trustee" and "Individual Trustee" respectively, and collectively referred to as "Trustees"), parties of the second part; W I T N E S S E T H : ARTICLE I CORPUS Section 1. Trust Property. The Grantor hereby irrevocably transfers, delivers and conveys to the Trustees all the property described on "Exhibit A" attached hereto and specifically incorporated herein by reference, the receipt of which is hereby acknowledged by the Trustees. The Trustees accept such transfer and agree to hold and administer the aforesaid property in trust for the uses and purposes and upon the express terms and conditions and with the powers and limitations hereinafter set forth. Section 2. Additions To Corpus. Additional property from time to time may be transferred by the Grantor or by any other person or persons to the Trustees, and such property thereupon shall become a part of the trust estate and shall be held, managed, invested, reinvested, and disposed of on the same terms and conditions as the property originally transferred. ARTICLE II DISPOSITIVE PROVISIONS Section 1. General Provisions. The Trustees shall hold, manage, invest and reinvest, and control the trust property, and 1 shall collect the income thereof, and after deducting all necessary expenses incident to the management and administration of the trust property, shall disburse the net income and corpus for the benefit of CARMEN PRICE HOLDING (hereinafter referred to as "Primary Beneficiary") and said Primary Beneficiary's blood issue, as hereinafter provided. Section 2. Distribution During Primary Beneficiary's Life. The Trustees shall hold and distribute the net income and corpus during Primary Beneficiary's life upon the following terms and conditions: a. Income -- The Trustees shall pay or apply the net income, at least annually, or more frequently as may be determined by the Trustees, to or for the benefit of Primary Beneficiary. b. Corpus -- The Trustees may, in their discretion, pay or apply to or for the benefit of Primary Beneficiary such additional amounts from corpus, in such manner and at such intervals and in such amounts as the Trustees in their discretion from time to time shall deem requisite or desirable; provided, however, in the case of each payment of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote Primary Beneficiary's education, support, maintenance, or health; or is reasonably necessary for the reasonable support and comfort of Primary Beneficiary; or is reasonably necessary to enable Primary Beneficiary to maintain her accustomed standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 2b, the Trustees shall take into consideration any other income (other than capital gains), or property known to the Trustees which Primary Beneficiary may have or enjoy from sources other than this trust estate. Section 3. Distribution After Primary Beneficiary's Death. Upon the death of Primary Beneficiary, the corpus of this trust, as it shall then exist, and all undistributed income shall be held and distributed to or for the benefit of Primary 2 Beneficiary's blood issue, from time to time living, subject to the following terms and conditions: a. Income -- The Trustees shall pay or apply the net income, at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable to promote the education, support, maintenance, or health of such beneficiary; or for the reasonable support and comfort of such beneficiary; or to enable such beneficiary to maintain his accustomed standard of living; or to meet an emergency. Any portion of the net income not distributed pursuant to the preceding sentence shall be paid at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in equal shares. Any such disbursements from income to such blood issue shall not be charged against any individual share subsequently distributed to any beneficiary. b. Corpus -- The Trustees may, in their discretion, pay or apply to or for the benefit of any of Primary Beneficiary's blood issue, from time to time living, such additional amounts from corpus, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable. Provided, however, in the case of each payment or application of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote the education, support, maintenance or health of such beneficiary; or is reasonably necessary for the reasonable support and comfort of such beneficiary; or is reasonably necessary to enable such beneficiary to maintain his accustomed standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 3b, the Trustees shall take into consideration any other income (other than capital 3 gains), or property known to the Trustees which such beneficiary may have or enjoy from sources other than this trust estate. Any such disbursements from corpus shall not be charged against any individual share subsequently distributed to any beneficiary. Section 4. Termination and Distribution. This trust shall terminate upon the (1) the death of Primary Beneficiary with no surviving blood issue or (2) the death of all surviving blood issue of Primary Beneficiary after the death of Primary Beneficiary whether born before or after the death of Primary Beneficiary, or (3) the expiration of the term of eighteen (18) years from the death of Primary Beneficiary, whichever of said three events shall first occur. Upon termination of this trust, the Trustees shall transfer and deliver the corpus and all undistributed income then constituting the trust estate, discharged of this trust, as follows: a. If any blood issue of Primary Beneficiary is living at the time of said termination, then in equal shares to such of Primary Beneficiary's natural children as shall then be living and to the blood issue per stirpes of such of Primary Beneficiary's natural children as shall be dead with blood issue then living--such blood issue representing its parent. b. If no blood issue of Primary Beneficiary shall be living at the time of said termination, then to CAROLINE ROYALL HOLDING, the child of LEWIS R. HOLDING, if she shall then be living, or to her blood issue per stirpes if she shall be dead with blood issue then living; provided, however, in the event that certain Irrevocable Trust Agreement executed by Grantor of even date herewith for the primary benefit of said CAROLINE ROYALL HOLDING and her blood issue (said trust being hereinafter referred to as "Lewis R. Holding Sibling - Trust") is still in existence at the time of said termination, then any share otherwise payable to said CAROLINE ROYALL HOLDING or her blood issue per stirpes shall instead be transferred and delivered to the Trustees of the said Lewis R. Holding - Sibling Trust created for the primary benefit of 4 said child and his blood issue. The corpus and income so transferred shall be added to the corpus of said Lewis R. Holding - Sibling Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions, and limitations set forth in said Lewis R. Holding - Sibling Trust. c. If no blood issue of Primary Beneficiary is living at the time of said termination, and if none of the above-named children of LEWIS R. HOLDING or their blood issue is living at the time of said termination, and if none of the Lewis R. Holding - Sibling Trusts is in existence at the time of said termination, then the Trustees shall apportion said trust estate in equal shares so that there is one such equal share apportioned for the below-named children of FRANK B. HOLDING and their blood issue and one such equal share for the below-named children of ROBERT P. HOLDING, JR. and their blood issue (or if but one of the aforesaid named individuals have any of the above-named children or blood issue of said children then living, then all of said trust estate for the below-named children of said individual and their blood issue) and said share or shares so apportioned shall be transferred and delivered, discharged of this trust, as follows: (1) The share, if any, so apportioned for the said children of FRANK B. HOLDING and their blood issue shall be transferred and delivered in equal shares to such of the following children of FRANK B. HOLDING as shall be living and the blood issue of such of said children as shall be dead with blood issue then living--such blood issue representing its parent: FRANK BROWN HOLDING, JR., HOPE LEE HOLDING, OLIVIA BRITTON HOLDING, CLAIRE CHAMBLEE HOLDING, and ELIZABETH CARSON HOLDING; provided however, in the event any one or more of those certain Irrevocable Trust Agreements executed by Grantor of even date herewith for the primary benefit of each of the above-named children of FRANK B. HOLDING and their blood issue (said trusts hereinafter collectively referred to as "Frank B. Holding - Sibling Trusts") is still in existence at the time of said termination, then any share or shares 5 otherwise payable to one or more of the above-named children of FRANK B. HOLDING, or their blood issue per stirpes whose Frank B. Holding - Sibling Trust is still in existence, shall instead be transferred and delivered to the Trustees of the said Frank B. Holding - Sibling Trust created for the primary benefit of said child and his blood issue. The corpus and income so distributed shall be added to the corpus of said Frank B. Holding - Sibling Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions and limitations set forth in said Frank B. Holding Sibling Trust. (2) The share, if any, so apportioned for the said children of ROBERT P. HOLDING, JR. and their blood issue shall be transferred and delivered in equal shares to such of the following children of ROBERT P. HOLDING, JR. as shall be living and the blood issue of such of said children, as shall be dead with blood issue then living--such blood issue representing its parent: JANE HOLDING EIL, TEMPIE ANN BELL HOLDING, FRANK ROYALL HOLDING and GEORGE EDWARD BELL HOLDING; provided however, in the event any one or more of those certain Irrevocable Trust Agreements executed by Grantor of even date herewith for the primary benefit of each of the above-named children of ROBERT P. HOLDING, JR. and their blood issue (said trusts hereinafter collectively referred to as "Robert P. Holding, Jr. - Sibling Trusts") is still in existence at the time of said termination, then any share or shares otherwise payable to one or more of the above-named children of ROBERT P. HOLDING, JR., or their blood issue per stirpes, whose Robert P. Holding, Jr. - Sibling Trust is still in existence, shall instead be transferred and delivered to the Trustees of the said Robert P. Holding, Jr. - Sibling Trust created for the primary benefit of said child and his blood issue. The corpus and income so distributed shall be added to the corpus of said Robert P. Holding, Jr. - Sibling Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions, and limitations set forth in said Robert P. Holding, Jr. - Sibling Trust. 6 d. If there is no person qualified to take under any of the preceding provisions of this Section of this Article, then the Trustees shall distribute the aforesaid corpus and undistributed income to the then living heirs of Primary Beneficiary, as "heirs" are determined by the North Carolina Intestate Succession Act then in effect, and this trust shall terminate. It is Grantor's intention that the identity of such heirs and the respective shares to be distributed to them, are to be determined by the provisions of the North Carolina Intestate Succession Act then in force as if Primary Beneficiary died at the time of the event causing termination of this trust. Section 5. Payment to Minors. During the minority or legal disability of any beneficiary to or for whom income or corpus is authorized or directed to be paid hereunder, the Trustees may pay, transfer or assign the same in any one or more of the following ways as well as any other permissible method: a Directly to such beneficiary; or, b. To the guardian of the person or of the property of such beneficiary upon the agreement of such guardian to apply or expend such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, c. To a relative of such beneficiary upon the agreement of such relative to expend or apply such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, d. By expending such income or corpus directly for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency. 7 The Trustees shall be protected and relieved of all liability hereunder in relying upon the written statement of a doctor of medicine in determining whether a beneficiary is under any legal disability. Section 6. Perpetuities. Anything herein contained to the contrary notwithstanding, no trust (other than a trust of a vested interest) created hereunder shall continue more than twenty-one (21) years after the death of the last to die of the Grantor and Primary Beneficiary; and upon the expiration of such period all trusts shall terminate and the assets thereof shall be delivered and conveyed to the then living income beneficiaries pursuant to the provisions of this Article. Section 7. Payment to Persons Under Age 21. Notwithstanding anything herein contained to the contrary, whenever pursuant to the provisions of this agreement all or any part of the corpus of a trust shall vest in absolute ownership in a person under the age of 21, the Trustees are authorized and empowered in their uncontrolled discretion, to hold the property so vested in such person, or any part thereof, in a separate fund for the benefit of such person, notwithstanding that such property may consist of investments not authorized by law for trust funds, and to invest and reinvest the same, collect the income therefrom and, until such person attains age 21, to apply so much of the corpus and so much of the net income thereof to the support, education, and maintenance of such person as the Trustees shall see fit, and to accumulate, invest, and reinvest the balance of the income until such person shall attain age 21, and thereupon to pay over the corpus, together with any accumulated and undistributed income, to such person, and if such person shall die before attaining age 21, the corpus, together with any accumulated and undistributed income, shall be paid over to the estate of such person. The authority conferred upon the Trustees by this Section shall be construed as a power only, and shall not operate to suspend the absolute ownership of such property by such person or to prevent the absolute vesting thereof in such person. With respect to the 8 administration of any such property which shall vest in absolute ownership in such person, and which shall be held by the Trustees as authorized in this Section, the Trustees shall have all the powers vested in them under the provisions of this trust. ARTICLE III POWERS OF TRUSTEES Section 1. General Powers. Under and pursuant to the authority granted by North Carolina General Statute ss. 32-26, the Grantor hereby grants to the Trustees all the powers set forth in North Carolina General Statute ss. 32-27 and these powers are hereby incorporated by reference and made a part of this agreement, and such powers are intended to be in addition to, and not in substitution of, all other powers conferred by law; and provided further that the reference in Section 32-27(29) to the Uniform Principal and Income Act contained in Chapter 37 shall be deemed a reference to the Principal and Income Act of 1973 contained in that Chapter. Such powers shall be subject to the limitations and restrictions stated in North Carolina General Statute ss. 32-26(b) and elsewhere in this agreement and shall be exercised in a fiduciary capacity, primarily in the interest of the beneficiaries. Trustees are expressly authorized to retain any property which Trustees receive originally or hereafter, real or personal, tangible or intangible, including shares of stock in First-Citizens Bank & Trust Company, even though such retention would not be appropriate apart from this provision and even though such property may not be income-producing or may be a wasting asset. Trustees are hereby relieved from any and all liability for any loss or depreciation arising out of such retention. Trustees are also hereby relieved from any and all liabilities and restrictions which would other be imposed upon them by Article 5 entitled "Uniform Trust Act" of Chapter 36 of the General Statutes of North Carolina. Trustees are expressly given the power, subject to the limitations set forth in this agreement, to purchase, hold, and vote shares of stock, bonds or other securities of First-Citizens Bank & Trust 9 Company, or the stock, bonds or other securities of any affiliate of First Citizens Bank & Trust Company. Section 2. Separate Duties of Corporate and Individual Trustees. The powers, duties, and authorities of the Trustees shall be exercised jointly; provided however, unless Individual Trustee gives Corporate Trustee written notice to the contrary, the following powers and duties, except as otherwise provided in this trust agreement, may be exercised by corporate Trustee alone: a. To keep the books and records of the trust; b. To open bank accounts and draw checks thereon; c. To employ attorneys and accountants; d. To list property for taxation and prepare and file federal, state, municipal and county tax returns; e. To collect claims and debts due the trust and give receipts therefor; f. To pay claims against and debts of the trust; g. to compromise claims in favor of or against the trust; h. To have custody of property of the trust; Except as otherwise provided, Individual Trustee may similarly delegate any other power, duty or authority to Corporate Trustee by written agreement signed by all Trustees and filed with the trust records provided said delegation causes no tax liability to the trust or anyone interested in the trust. Any such delegation or delegations shall remain effective for the time therein specified or until earlier revocation by Individual Trustee by a written notice delivered to Corporate Trustee and filed with the records of the trust. Section 3. Power to Minimize Taxes. The Trustees may upon permission from a majority of the then current income beneficiaries surrender, disclaim, release, relinquish or amend, either in whole or in part, or reduce in scope any administrative provision of the trust which causes unanticipated tax liability, or conform the administrative provisions of the trust to the requirements of the taxing authorities. The Trustees, therefore, 10 are expressly authorized to enter into any and all agreements with the Internal Revenue Service or any other governmental body or official or from time to time to execute any declaration of policy or disclaimers restricting the discretion given them as, determined in the discretion of the Trustees, will tend to minimize the taxes engendered by the trust. Section 4. Limitations on Trustees' Powers. Notwithstanding anything herein to the contrary, no power of the Trustees enumerated herein or now or hereafter conferred upon trustees generally shall be construed to enable the Grantor, or Trustees or either of them, or both of them together, or any other person to purchase, exchange, or otherwise deal with or dispose of all or any part of the corpus or income of the trust for less than an adequate consideration in money or monies worth, or to the extent prohibited by Section 675 of the Internal Revenue Code of 1954, as amended, to enable the Grantor to borrow all or any part of the corpus or income of the trust, directly or indirectly, without adequate interest or security, or the power to allow the Grantor directly or indirectly to borrow either corpus or income from the trust and not completely repay such loan, including any interest, before the beginning of the taxable year. No part of the corpus or income of the trust property shall be used for or applied to the payment of premiums upon policies of insurance on the life of the Grantor. Trustees shall neither have nor exercise the power to vote or direct the voting of any shares or other securities of the trust except as expressly directed in a signed, written authorization by a majority of the then current income beneficiaries; nor shall the Trustees have or exercise the power to purchase or sell any trust assets, including stock or securities, without written and signed authorization from a majority of the then current income beneficiaries. A majority of the then current income beneficiaries shall have the power to cause trust assets, including stock or securities, to be sold or purchased, by so indicating their intention in a signed, written request delivered to the Trustees; provided, however, that the said power of the 11 beneficiaries to cause assets to be sold or purchased shall be subject to the express approval of the Individual Trustee. For purposes of this Section, the signed written authorization, direction or request of a minor beneficiary shall be of equal force and effect as if said beneficiary had attained the age of majority. The Trustees shall be relieved from any and all liability for any loss or decrease in value in the trust estate that may result from following such written directions of a majority of said income beneficiaries. ARTICLE IV ADMINISTRATIVE PROVISIONS Section 1. Records and Accounting. The Corporate Trustee shall maintain adequate books and records reflecting all income and corpus transactions, which books and records shall be open at all reasonable times to the inspection of the then current income beneficiaries or the guardian or person having custody of any minor or incompetent beneficiary. The Corporate Trustee shall furnish at least annual statements of all receipts, disbursements and transactions to each adult beneficiary and the guardian or person having custody of any minor or incompetent beneficiary. Section 2. Bond. No Trustee shall be required to furnish any bond or surety for the performance of his duties hereunder. Section 3. Compensation. Individual Trustee shall receive no compensation for her services hereunder but shall be entitled to reimbursements or advancements for all expenses incurred in performing the duties of trustee hereunder. Corporate Trustee, as compensation for its services as trustee hereunder, shall receive the commissions stipulated in its regularly adopted schedule of compensation in effect and applicable at the time of performance of such services. ARTICLE V SUCCESSOR TRUSTEES Section 1. Resignation and Removal of Trustees. A trustee may resign at any time by giving thirty (30) days notice of 12 such resignation to Grantor, if living and if not, to the then current income beneficiaries or their guardians; provided, however, the Corporate Trustee shall not resign until a successor trustee is appointed. Any successor trustee shall qualify under the provisions set forth below in Section 3 of this Article. Grantor, during her lifetime, and a majority of the then current income beneficiaries thereafter, shall have the right to remove any trustee with or without cause by giving thirty (30) days notice of such removal to such trustee. Section 2. Successor Trustee. The Grantor during her lifetime, and thereafter a majority of the then current income beneficiaries, shall have the right to appoint a qualified successor trustee in the event of the death, disability, resignation or removal of an acting trustee. Each successor trustee shall be appointed by a written instrument filed with the records of the trust. If the Individual Co-Trustee dies, resigns, is removed, or becomes disabled and no successor is so appointed, the Corporate Trustee may serve alone. Section 3. Qualifications. A successor trustee may be (a) an individual or (a) a trust company or bank qualified to act as such in North Carolina, and having combined capital and surplus of not less than One Million Dollars ($1,000,000). Neither the Grantor nor any beneficiary shall act as trustee and no more than one-half (1/2) of the trustees shall be a "related or subordinate party," as defined by Section 672(c) of the Internal Revenue Code of 1954, as amended (or other similar statute then in force) Section 4. Powers of Successor Trustee. A successor trustee shall be vested with the same rights, powers and privileges of his predecessor trustee. A successor trustee shall have no responsibility or accountability for the act of a predecessor trustee. ARTICLE VI SPENDTHRIFT PROVISION To the extent permitted by law, the interests of the beneficiaries shall not be subject to assignment, alienation, 13 pledge, attachment, or claims of creditors, and shall not otherwise be voluntarily or involuntarily alienated or encumbered by any such beneficiary. ARTICLE VII IRREVOCABILITY This agreement and the trust hereby created shall be irrevocable, and the Grantor hereby expressly acknowledges that she shall have no right or power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke or terminate the trust, or any of the terms of this agreement, in whole or in part, or to designate the persons who shall possess or enjoy the trust property or income therefrom. By this instrument, the Grantor intends to and does hereby relinquish absolutely and forever, all possession or enjoyment of, all right to the income from the trust property, whether directly or indirectly or constructively, and every interest of any nature in the trust property. ARTICLE VIII DEFINITIONS Section 1. Trustees. "Trustees" shall include the trustees herein appointed and any successor Trustees. Section 2. Death. The death of any person shall be evidenced by presentation of a certified copy of such person's death certificate to the Trustees. Section 3. Blood Issue. The term "blood issue" as used in this instrument, means all natural lineal descendants in any degree of the ancestor to whom the term refers; provided, however adopted children, stepchildren, and foster children and their issue are excluded. Section 4. Interpretation. Whenever used herein, and to the extent appropriate, the masculine, feminine or neuter gender shall include the other two genders, the singular shall include the plural, and the plural shall include the singular. Section 5. Child. The term "child" or "children" as used in this instrument, shall include only blood descendants in 14 the first degree of the ancestor to whom the term refers; adopted children, stepchildren, and foster children are excluded. ARTICLE IX MISCELLANEOUS PROVISIONS Section 1. Governing Law. Notwithstanding that the Grantor or the beneficiaries may now or at any future time be domiciled elsewhere than in the State of North Carolina, this agreement shall be regarded for all purposes as a North Carolina document; the validity and construction hereof shall be determined and governed in all respects by the laws of the State of North Carolina; and the trust, powers and provisions herein contained shall be administered, exercised, and carried into effect according to the laws of the State of North Carolina. Section 2. Unborn Person. A person en ventre sa mere shall be considered as in being, provided said person is subsequently born alive. Section 3. Good Faith Disbursements. Until and unless Trustees receive actual notice of any event upon which right to payment from this trust may depend, Trustees shall incur no liability to persons whose interests may have been affected by such event for disbursements made in good faith. Section 4. Invalid Provision. If any provision of this agreement shall be invalid or unenforceable, the remaining provisions shall continue to be fully effective. Section 5. Notices. Whenever any notice, demand, request or other communication is given or required to be given upon the Trustees, Grantor or beneficiaries under this agreement, each such notice, demand, request or other communication shall be in writing, and, any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served by personally delivering such writing or by mailing it by registered or certified mail, return receipt requested, to the person to whom it is directed (unless such notice, demand, request or other communications is waived or accepted by the person entitled thereto). 15 Any such notice, demand, request or other communication shall be deemed to have been given at the time it was duly deposited in any office of the United States Postal Service. Section 6. Acceptance by Trustees. Trustees acknowledge receipt from the Grantor of the properties described in the attached Exhibit A, and do hereby accept this trust upon the terms set forth in this agreement. IN WITNESS WHEREOF, and in triplicate originals, the Grantor and the Individual Trustee have hereunto set their hands and adopted as their seals the typewritten word "SEAL" appearing beside their names; and the Corporate Trustee has caused this agreement to be signed by one of its Vice Presidents and attested by its Trust Officer or one of its Assistant Trust Officers, and its corporate seal to be affixed, all as of the day and year first above written. GRANTOR: /s/ Maggie B. Holding (SEAL) MAGGIE B. HOLDING INDIVIDUAL TRUSTEE: Carolyn S. Holding By: /s/ N. A. Townsend, Jr. (SEAL) Attorney in Fact FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ J. T. Woodward, Jr. Senior Vice President and Trust Officer ATTEST: /s/ J. G. Creech Assistant Secretary 16 STATE OF NORTH CAROLINA COUNTY OF JOHNSTON I, Virginia S. Hopkins, a Notary Public in and for said County and State, do hereby certify that MAGGIE B. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. Witness my hand and notarial seal this the 28th day of December, 1976. /s/ Virginia S. Hopkins Notary Public My Commission expires: September 10, 1977 STATE OF NORTH CAROLINA COUNTY OF WAKE I, Lee W. Butts, a Notary Public in and for said County and State, do hereby certify that on the 28th day December, 1976, before me personally appeared J. T. WOODWARD, JR. with whom I am personal acquainted, who, being by me duly sworn, says that he is Senior Vice President and that J. G. CREECH is Assistant Secretary of FIRST-CITIZENS BANK & TRUST COMPANY, the corporation described in and which executed the foregoing instrument; that he knows the common seal of said corporation; that the seal affixed to the foregoing instrument is said common seal; that the name of the corporation was subscribed thereto by the said Senior Vice President; that the said Senior Vice President and Assistant Secretary subscribed their names thereto and the said common seal was affixed, all by order of the Board of Directors of said corporation; and that the said instrument is the act and deed of said corporation. WITNESS my hand and notarial seal, this the 28th day of December, 1976. /s/ Lee W. Butts Notary Public My Commission expires: 9/5/78 17 STATE OF NORTH CAROLINA COUNTY OF WAKE THIS IS TO CERTIFY that N. A. Townsend, Jr., personally appeared before me this day and, being first duly sworn, states that he is duly authorized to execute the foregoing instrument for and on behalf of Carolyn S. Holding; that as her attorney in fact he acknowledges the execution of the foregoing instrument for and on behalf of Carolyn S. Holding; and that the foregoing instrument is the act and deed of said Carolyn S. Holding. WITNESS my hand and notarial seal, this 31st day of December, 1976. /s/ Alice W. Sherron (Penny) Notary Public My Commission expires: 9-18-79 18 EXHIBIT A TO MAGGIE B. HOLDING IRREVOCABLE TRUST AGREEMENT FOR CARMEN PRICE HOLDING FIRST-CITIZENS BANK & TRUST COMPANY, and CAROLYN S. HOLDING, Trustees, acknowledge receipt of the foregoing property for the purposes set forth in the foregoing Irrevocable Trust Agreement of which this page is specifically made a part. This the 31st day of December, 1976. FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ J. T. Woodward, Jr. Senior Vice President and Trust Officer Carolyn S. Holding By: /s/ N. A. Townsend, Jr. (SEAL) Attorney in Fact Appendix to Exhibit 7(e) STATE OF NORTH CAROLINA COUNTY OF WAKE NOTICE OF REMOVAL OF TRUSTEE, APPOINTMENT OF SUCCESSOR TRUSTEE AND ACCEPTANCE OF APPOINTMENT AS SUCCESSOR TRUSTEE TO: First-Citizens Bank & Trust Company, Post Office Box 151, Raleigh, North Carolina 27602 RE: Irrevocable Trust Agreement for the Primary Benefit of Carmen Price Holding, dated December 28, 1976 between Maggie B. Holding as Grantor and First-Citizens Bank & Trust Company and Carolyn S. Holding as Trustees. Pursuant to the authority granted under Section 1 of Article V of the above-referenced Trust Agreement, the undersigned CARMEN PRICE HOLDING, hereby removes FIRST-CITIZENS BANK & TRUST COMPANY as Corporate Trustee, effective thirty (30) days from the date of the delivery of this Notice. Further, pursuant to the authority granted in Section 2 in Article V thereof, the undersigned CARMEN PRICE HOLDING hereby appoints GEORGE H. BROADRICK to serve as Successor Co-Trustee in the place and stead of FIRST-CITIZENS BANK & TRUST COMPANY. The undersigned, GEORGE H. BROADRICK, accepts the appointment as Successor Co-Trustee of the above-referenced Trust Agreement, effective upon the effective date of the removal of FIRST-CITIZENS BANK & TRUST COMPANY, and agrees to hold, administer and distribute all of the trust assets in accordance with the terms and provisions of the above-referenced Trust Agreement upon delivery of the Trust assets to me. This 30th day of January, 1991. /s/ Carmen Price Holding (SEAL) CARMEN PRICE HOLDING /s/ George H. Broadrick (SEAL) GEORGE H. BROADRICK STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG I, Sally B. Honeycutt, a Notary Public in and for said County and State, do hereby certify that CARMEN PRICE HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 30 day of January, 1991. /s/ Sally B. Honecutt Notary Public My Commission Expires: 2/24/93 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG I, Sally B. Honeycutt, a Notary Public in and for said County and State, do hereby certify that GEORGE H. BROADRICK personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 30 day of January, 1991. /s/ Sally B. Honeycutt Notary Public My Commission Expires: 2/24/93 2 EX-7 7 EXHIBIT 7(F) Exhibit 7(f) STATE OF NORTH CAROLINA COUNTY OF JOHNSTON IRREVOCABLE TRUST AGREEMENT THIS IRREVOCABLE TRUST AGREEMENT, made and entered into this the 28th day of December, 1976, by and between MAGGIE B. HOLDING, of Johnston County, North Carolina (hereinafter referred to as "Grantor"), party of the first part; and FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation, and CAROLYN S. HOLDING, of Wake County, North Carolina (hereinafter individually referred to as "Corporate Trustee" and "Individual Trustee" respectively, and collectively referred to as "Trustees"), parties of the second part; W I T N E S S E T H : ARTICLE I CORPUS Section 1. Trust Property. The Grantor hereby irrevocably transfers, delivers and conveys to the Trustees all the property described on "Exhibit A" attached hereto and specifically incorporated herein by reference, the receipt of which is hereby acknowledged by the Trustees. The Trustees accept such transfer and agree to hold and administer the aforesaid property in trust for the uses and purposes and upon the express terms and conditions and with the powers and limitations hereinafter set forth. Section 2. Additions To Corpus. Additional property from time to time may be transferred by the Grantor or by any other person or persons to the Trustees, and such property thereupon shall become a part of the trust estate and shall be held, managed, invested, reinvested, and disposed of on the same terms and conditions as the property originally transferred. ARTICLE II DISPOSITIVE PROVISIONS Section 1. General Provisions. The Trustees shall hold, manage, invest and reinvest, and control the trust property, and 1 shall collect the income thereof, and after deducting all necessary expenses incident to the management and administration of the trust property, shall disburse the net income and corpus for the benefit of CAROLINE ROYALL HOLDING (hereinafter referred to as "Primary Beneficiary") and said Primary Beneficiary's blood issue, as hereinafter provided. Section 2. Distribution During Primary Beneficiary's Life. The Trustees shall hold and distribute the net income and corpus during Primary Beneficiary's life upon the following terms and conditions: a. Income -- The Trustees shall pay or apply the net income, at least annually, or more frequently as may be determined by the Trustees, to or for the benefit of Primary Beneficiary. b. Corpus -- The Trustees may, in their discretion, pay or apply to or for the benefit of Primary Beneficiary such additional amounts from corpus, in such manner and at such intervals and in such amounts as the Trustees in their discretion from time to time shall deem requisite or desirable; provided, however, in the case of each payment of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote Primary Beneficiary's education, support, maintenance, or health; or is reasonably necessary for the reasonable support and comfort of Primary Beneficiary; or is reasonably necessary to enable Primary Beneficiary to maintain her accustomed standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 2b, the Trustees shall take into consideration any other income (other than capital gains), or property known to the Trustees which Primary Beneficiary may have or enjoy from sources other than this trust estate. Section 3. Distribution After Primary Beneficiary's Death. Upon the death of Primary Beneficiary, the corpus of this trust, as it shall then exist, and all undistributed income shall be held and distributed to or for the benefit of Primary 2 Beneficiary's blood issue, from time to time living, subject to the following terms and conditions: a. Income -- The Trustees shall pay or apply the net income, at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable to promote the education, support, maintenance, or health of such beneficiary; or for the reasonable support and comfort of such beneficiary; or to enable such beneficiary to maintain his accustomed standard of living; or to meet an emergency. Any portion of the net income not distributed pursuant to the preceding sentence shall be paid at least annually, to or for the benefit of Primary Beneficiary's blood issue, from time to time living, in equal shares. Any such disbursements from income to such blood issue shall not be charged against any individual share subsequently distributed to any beneficiary. b. Corpus -- The Trustees may, in their discretion, pay or apply to or for the benefit of any of Primary Beneficiary's blood issue, from time to time living, such additional amounts from corpus, in such manner and at such intervals and in such amounts, not necessarily in equal shares or amounts, as the Trustees in their discretion from time to time shall deem requisite or desirable. Provided, however, in the case of each payment or application of corpus, the Trustees shall first determine that such payment or application of corpus is reasonably necessary to promote the education, support, maintenance or health of such beneficiary; or is reasonably necessary for the reasonable support and comfort of such beneficiary; or is reasonably necessary to enable such beneficiary to maintain his accustomed standard of living; or is reasonably necessary to meet an emergency. In making such determination under this subsection 3b, the Trustees shall take into consideration any other income (other than capital 3 gains), or property known to the Trustees which such beneficiary may have or enjoy from sources other than this trust estate. Any such disbursements from corpus shall not be charged against any individual share subsequently distributed to any beneficiary. Section 4. Termination and Distribution. This trust shall terminate upon the (1) the death of Primary Beneficiary with no surviving blood issue or (2) the death of all surviving blood issue of Primary Beneficiary after the death of Primary Beneficiary whether born before or after the death of Primary Beneficiary, or (3) the expiration of the term of eighteen (18) years from the death of Primary Beneficiary, whichever of said three events shall first occur. Upon termination of this trust, the Trustees shall transfer and deliver the corpus and all undistributed income then constituting the trust estate, discharged of this trust, as follows: a. If any blood issue of Primary Beneficiary is living at the time of said termination, then in equal shares to such of Primary Beneficiary's natural children as shall then be living and to the blood issue per stirpes of such of Primary Beneficiary's natural children as shall be dead with blood issue then living--such blood issue representing its parent. b. If no blood issue of Primary Beneficiary shall be living at the time of said termination, then to CARMEN PRICE HOLDING, the child of LEWIS R. HOLDING, if she shall then be living, or to her blood issue per stirpes if she shall be dead with blood issue then living; provided, however, in the event that certain Irrevocable Trust Agreement executed by Grantor of even date herewith for the primary benefit of said CARMEN PRICE HOLDING and her blood issue (said trust being hereinafter referred to as "Lewis R. Holding Sibling - Trust") is still in existence at the time of said termination, then any share otherwise payable to said CARMEN PRICE HOLDING or her blood issue per stirpes shall instead be transferred and delivered to the Trustees of the said Lewis R. Holding - Sibling Trust created for the primary benefit of said 4 child and his blood issue. The corpus and income so transferred shall be added to the corpus of said Lewis R. Holding - Sibling Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions, and limitations set forth in said Lewis R. Holding - Sibling Trust. c. If no blood issue of Primary Beneficiary is living at the time of said termination, and if none of the above-named children of LEWIS R. HOLDING or their blood issue is living at the time of said termination, and if none of the Lewis R. Holding - Sibling Trusts is in existence at the time of said termination, then the Trustees shall apportion said trust estate in equal shares so that there is one such equal share apportioned for the below-named children of FRANK B. HOLDING and their blood issue and one such equal share for the below-named children of ROBERT P. HOLDING, JR. and their blood issue (or if but one of the aforesaid named individuals have any of the above-named children or blood issue of said children then living, then all of said trust estate for the below-named children of said individual and their blood issue) and said share or shares so apportioned shall be transferred and delivered, discharged of this trust, as follows: (1) The share, if any, so apportioned for the said children of FRANK B. HOLDING and their blood issue shall be transferred and delivered in equal shares to such of the following children of FRANK B. HOLDING as shall be living and the blood issue of such of said children as shall be dead with blood issue then living--such blood issue representing its parent: FRANK BROWN HOLDING, JR., HOPE LEE HOLDING, OLIVIA BRITTON HOLDING, CLAIRE CHAMBLEE HOLDING, and ELIZABETH CARSON HOLDING; provided however, in the event any one or more of those certain Irrevocable Trust Agreements executed by Grantor of even date herewith for the primary benefit of each of the above-named children of FRANK B. HOLDING and their blood issue (said trusts hereinafter collectively referred to as "Frank B. Holding - Sibling Trusts") is still in existence at the time of said termination, then any share or shares otherwise payable to one or more of the above-named children of 5 FRANK B. HOLDING, or their blood issue per stirpes whose Frank B. Holding - Sibling Trust is still in existence, shall instead be transferred and delivered to the Trustees of the said Frank B. Holding - Sibling Trust created for the primary benefit of said child and his blood issue. The corpus and income so distributed shall be added to the corpus of said Frank B. Holding - Sibling Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions and limitations set forth in said Frank B. Holding Sibling Trust. (2) The share, if any, so apportioned for the said children of ROBERT P. HOLDING, JR. and their blood issue shall be transferred and delivered in equal shares to such of the following children of ROBERT P. HOLDING, JR. as shall be living and the blood issue of such of said children, as shall be dead with blood issue then living--such blood issue representing its parent: JANE HOLDING EIL, TEMPIE ANN BELL HOLDING, FRANK ROYALL HOLDING and GEORGE EDWARD BELL HOLDING; provided however, in the event any one or more of those certain Irrevocable Trust Agreements executed by Grantor of even date herewith for the primary benefit of each of the above-named children of ROBERT P. HOLDING, JR. and their blood issue (said trusts hereinafter collectively referred to as "Robert P. Holding, Jr. - Sibling Trusts") is still in existence at the time of said termination, then any share or shares otherwise payable to one or more of the above-named children of ROBERT P. HOLDING, JR., or their blood issue per stirpes, whose Robert P. Holding, Jr. - Sibling Trust is still in existence, shall instead be transferred and delivered to the Trustees of the said Robert P. Holding, Jr. - Sibling Trust created for the primary benefit of said child and his blood issue. The corpus and income so distributed shall be added to the corpus of said Robert P. Holding, Jr. - Sibling Trust as an integral part thereof to be held, administered, and distributed in accordance with all of the terms, conditions, and limitations set forth in said Robert P. Holding, Jr. - Sibling Trust. 6 d. If there is no person qualified to take under any of the preceding provisions of this Section of this Article, then the Trustees shall distribute the aforesaid corpus and undistributed income to the then living heirs of Primary Beneficiary, as "heirs" are determined by the North Carolina Intestate Succession Act then in effect, and this trust shall terminate. It is Grantor's intention that the identity of such heirs and the respective shares to be distributed to them, are to be determined by the provisions of the North Carolina Intestate Succession Act then in force as if Primary Beneficiary died at the time of the event causing termination of this trust. Section 5. Payment to Minors. During the minority or legal disability of any beneficiary to or for whom income or corpus is authorized or directed to be paid hereunder, the Trustees may pay, transfer or assign the same in any one or more of the following ways as well as any other permissible method: a Directly to such beneficiary; or, b. To the guardian of the person or of the property of such beneficiary upon the agreement of such guardian to apply or expend such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, c. To a relative of such beneficiary upon the agreement of such relative to expend or apply such income or corpus solely for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency; or, d. By expending such income or corpus directly for the education, support, maintenance, or health of the beneficiary; or for his reasonable support and comfort; or to enable him to maintain his accustomed standard of living; or to meet an emergency. 7 The Trustees shall be protected and relieved of all liability hereunder in relying upon the written statement of a doctor of medicine in determining whether a beneficiary is under any legal disability. Section 6. Perpetuities. Anything herein contained to the contrary notwithstanding, no trust (other than a trust of a vested interest) created hereunder shall continue more than twenty-one (21) years after the death of the last to die of the Grantor and Primary Beneficiary; and upon the expiration of such period all trusts shall terminate and the assets thereof shall be delivered and conveyed to the then living income beneficiaries pursuant to the provisions of this Article. Section 7. Payment to Persons Under Age 21. Notwithstanding anything herein contained to the contrary, whenever pursuant to the provisions of this agreement all or any part of the corpus of a trust shall vest in absolute ownership in a person under the age of 21, the Trustees are authorized and empowered in their uncontrolled discretion, to hold the property so vested in such person, or any part thereof, in a separate fund for the benefit of such person, notwithstanding that such property may consist of investments not authorized by law for trust funds, and to invest and reinvest the same, collect the income therefrom and, until such person attains age 21, to apply so much of the corpus and so much of the net income thereof to the support, education, and maintenance of such person as the Trustees shall see fit, and to accumulate, invest, and reinvest the balance of the income until such person shall attain age 21, and thereupon to pay over the corpus, together with any accumulated and undistributed income, to such person, and if such person shall die before attaining age 21, the corpus, together with any accumulated and undistributed income, shall be paid over to the estate of such person. The authority conferred upon the Trustees by this Section shall be construed as a power only, and shall not operate to suspend the absolute ownership of such property by such person or to prevent the absolute vesting thereof in such person. With respect to the 8 administration of any such property which shall vest in absolute ownership in such person, and which shall be held by the Trustees as authorized in this Section, the Trustees shall have all the powers vested in them under the provisions of this trust. ARTICLE III POWERS OF TRUSTEES Section 1. General Powers. Under and pursuant to the authority granted by North Carolina General Statute ss. 32-26, the Grantor hereby grants to the Trustees all the powers set forth in North Carolina General Statute ss. 32-27 and these powers are hereby incorporated by reference and made a part of this agreement, and such powers are intended to be in addition to, and not in substitution of, all other powers conferred by law; and provided further that the reference in Section 32-27(29) to the Uniform Principal and Income Act contained in Chapter 37 shall be deemed a reference to the Principal and Income Act of 1973 contained in that Chapter. Such powers shall be subject to the limitations and restrictions stated in North Carolina General Statute ss. 32-26(b) and elsewhere in this agreement and shall be exercised in a fiduciary capacity, primarily in the interest of the beneficiaries. Trustees are expressly authorized to retain any property which Trustees receive originally or hereafter, real or personal, tangible or intangible, including shares of stock in First-Citizens Bank & Trust Company, even though such retention would not be appropriate apart from this provision and even though such property may not be income-producing or may be a wasting asset. Trustees are hereby relieved from any and all liability for any loss or depreciation arising out of such retention. Trustees are also hereby relieved from any and all liabilities and restrictions which would other be imposed upon them by Article 5 entitled "Uniform Trust Act" of Chapter 36 of the General Statutes of North Carolina. Trustees are expressly given the power, subject to the limitations set forth in this agreement, to purchase, hold, and vote shares of stock, bonds or other securities of First-Citizens Bank & Trust 9 Company, or the stock, bonds or other securities of any affiliate of First Citizens Bank & Trust Company. Section 2. Separate Duties of Corporate and Individual Trustees. The powers, duties, and authorities of the Trustees shall be exercised jointly; provided however, unless Individual Trustee gives Corporate Trustee written notice to the contrary, the following powers and duties, except as otherwise provided in this trust agreement, may be exercised by corporate Trustee alone: a. To keep the books and records of the trust; b. To open bank accounts and draw checks thereon; c. To employ attorneys and accountants; d. To list property for taxation and prepare and file federal, state, municipal and county tax returns; e. To collect claims and debts due the trust and give receipts therefor; f. To pay claims against and debts of the trust; g. to compromise claims in favor of or against the trust; h. To have custody of property of the trust; Except as otherwise provided, Individual Trustee may similarly delegate any other power, duty or authority to Corporate Trustee by written agreement signed by all Trustees and filed with the trust records provided said delegation causes no tax liability to the trust or anyone interested in the trust. Any such delegation or delegations shall remain effective for the time therein specified or until earlier revocation by Individual Trustee by a written notice delivered to Corporate Trustee and filed with the records of the trust. Section 3. Power to Minimize Taxes. The Trustees may upon permission from a majority of the then current income beneficiaries surrender, disclaim, release, relinquish or amend, either in whole or in part, or reduce in scope any administrative provision of the trust which causes unanticipated tax liability, or conform the administrative provisions of the trust to the requirements of the taxing authorities. The Trustees, therefore, 10 are expressly authorized to enter into any and all agreements with the Internal Revenue Service or any other governmental body or official or from time to time to execute any declaration of policy or disclaimers restricting the discretion given them as, determined in the discretion of the Trustees, will tend to minimize the taxes engendered by the trust. Section 4. Limitations on Trustees' Powers. Notwithstanding anything herein to the contrary, no power of the Trustees enumerated herein or now or hereafter conferred upon trustees generally shall be construed to enable the Grantor, or Trustees or either of them, or both of them together, or any other person to purchase, exchange, or otherwise deal with or dispose of all or any part of the corpus or income of the trust for less than an adequate consideration in money or monies worth, or to the extent prohibited by Section 675 of the Internal Revenue Code of 1954, as amended, to enable the Grantor to borrow all or any part of the corpus or income of the trust, directly or indirectly, without adequate interest or security, or the power to allow the Grantor directly or indirectly to borrow either corpus or income from the trust and not completely repay such loan, including any interest, before the beginning of the taxable year. No part of the corpus or income of the trust property shall be used for or applied to the payment of premiums upon policies of insurance on the life of the Grantor. Trustees shall neither have nor exercise the power to vote or direct the voting of any shares or other securities of the trust except as expressly directed in a signed, written authorization by a majority of the then current income beneficiaries; nor shall the Trustees have or exercise the power to purchase or sell any trust assets, including stock or securities, without written and signed authorization from a majority of the then current income beneficiaries. A majority of the then current income beneficiaries shall have the power to cause trust assets, including stock or securities, to be sold or purchased, by so indicating their intention in a signed, written request delivered to the Trustees; provided, however, that the said power of the 11 beneficiaries to cause assets to be sold or purchased shall be subject to the express approval of the Individual Trustee. For purposes of this Section, the signed written authorization, direction or request of a minor beneficiary shall be of equal force and effect as if said beneficiary had attained the age of majority. The Trustees shall be relieved from any and all liability for any loss or decrease in value in the trust estate that may result from following such written directions of a majority of said income beneficiaries. ARTICLE IV ADMINISTRATIVE PROVISIONS Section 1. Records and Accounting. The Corporate Trustee shall maintain adequate books and records reflecting all income and corpus transactions, which books and records shall be open at all reasonable times to the inspection of the then current income beneficiaries or the guardian or person having custody of any minor or incompetent beneficiary. The Corporate Trustee shall furnish at least annual statements of all receipts, disbursements and transactions to each adult beneficiary and the guardian or person having custody of any minor or incompetent beneficiary. Section 2. Bond. No Trustee shall be required to furnish any bond or surety for the performance of his duties hereunder. Section 3. Compensation. Individual Trustee shall receive no compensation for her services hereunder but shall be entitled to reimbursements or advancements for all expenses incurred in performing the duties of trustee hereunder. Corporate Trustee, as compensation for its services as trustee hereunder, shall receive the commissions stipulated in its regularly adopted schedule of compensation in effect and applicable at the time of performance of such services. ARTICLE V SUCCESSOR TRUSTEES Section 1. Resignation and Removal of Trustees. A trustee may resign at any time by giving thirty (30) days notice of 12 such resignation to Grantor, if living and if not, to the then current income beneficiaries or their guardians; provided, however, the Corporate Trustee shall not resign until a successor trustee is appointed. Any successor trustee shall qualify under the provisions set forth below in Section 3 of this Article. Grantor, during her lifetime, and a majority of the then current income beneficiaries thereafter, shall have the right to remove any trustee with or without cause by giving thirty (30) days notice of such removal to such trustee. Section 2. Successor Trustee. The Grantor during her lifetime, and thereafter a majority of the then current income beneficiaries, shall have the right to appoint a qualified successor trustee in the event of the death, disability, resignation or removal of an acting trustee. Each successor trustee shall be appointed by a written instrument filed with the records of the trust. If the Individual Co-Trustee dies, resigns, is removed, or becomes disabled and no successor is so appointed, the Corporate Trustee may serve alone. Section 3. Qualifications. A successor trustee may be (a) an individual or (a) a trust company or bank qualified to act as such in North Carolina, and having combined capital and surplus of not less than One Million Dollars ($1,000,000). Neither the Grantor nor any beneficiary shall act as trustee and no more than one-half (1/2) of the trustees shall be a "related or subordinate party," as defined by Section 672(c) of the Internal Revenue Code of 1954, as amended (or other similar statute then in force) Section 4. Powers of Successor Trustee. A successor trustee shall be vested with the same rights, powers and privileges of his predecessor trustee. A successor trustee shall have no responsibility or accountability for the act of a predecessor trustee. ARTICLE VI SPENDTHRIFT PROVISION To the extent permitted by law, the interests of the beneficiaries shall not be subject to assignment, alienation, 13 pledge, attachment, or claims of creditors, and shall not otherwise be voluntarily or involuntarily alienated or encumbered by any such beneficiary. ARTICLE VII IRREVOCABILITY This agreement and the trust hereby created shall be irrevocable, and the Grantor hereby expressly acknowledges that she shall have no right or power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke or terminate the trust, or any of the terms of this agreement, in whole or in part, or to designate the persons who shall possess or enjoy the trust property or income therefrom. By this instrument, the Grantor intends to and does hereby relinquish absolutely and forever, all possession or enjoyment of, all right to the income from the trust property, whether directly or indirectly or constructively, and every interest of any nature in the trust property. ARTICLE VIII DEFINITIONS Section 1. Trustees. "Trustees" shall include the trustees herein appointed and any successor Trustees. Section 2. Death. The death of any person shall be evidenced by presentation of a certified copy of such person's death certificate to the Trustees. Section 3. Blood Issue. The term "blood issue" as used in this instrument, means all natural lineal descendants in any degree of the ancestor to whom the term refers; provided, however adopted children, stepchildren, and foster children and their issue are excluded. Section 4. Interpretation. Whenever used herein, and to the extent appropriate, the masculine, feminine or neuter gender shall include the other two genders, the singular shall include the plural, and the plural shall include the singular. Section 5. Child. The term "child" or "children" as used in this instrument, shall include only blood descendants in 14 the first degree of the ancestor to whom the term refers; adopted children, stepchildren, and foster children are excluded. ARTICLE IX MISCELLANEOUS PROVISIONS Section 1. Governing Law. Notwithstanding that the Grantor or the beneficiaries may now or at any future time be domiciled elsewhere than in the State of North Carolina, this agreement shall be regarded for all purposes as a North Carolina document; the validity and construction hereof shall be determined and governed in all respects by the laws of the State of North Carolina; and the trust, powers and provisions herein contained shall be administered, exercised, and carried into effect according to the laws of the State of North Carolina. Section 2. Unborn Person. A person en ventre sa mere shall be considered as in being, provided said person is subsequently born alive. Section 3. Good Faith Disbursements. Until and unless Trustees receive actual notice of any event upon which right to payment from this trust may depend, Trustees shall incur no liability to persons whose interests may have been affected by such event for disbursements made in good faith. Section 4. Invalid Provision. If any provision of this agreement shall be invalid or unenforceable, the remaining provisions shall continue to be fully effective. Section 5. Notices. Whenever any notice, demand, request or other communication is given or required to be given upon the Trustees, Grantor or beneficiaries under this agreement, each such notice, demand, request or other communication shall be in writing, and, any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served by personally delivering such writing or by mailing it by registered or certified mail, return receipt requested, to the person to whom it is directed (unless such notice, demand, request or other communications is waived or accepted by the person entitled thereto). 15 Any such notice, demand, request or other communication shall be deemed to have been given at the time it was duly deposited in any office of the United States Postal Service. Section 6. Acceptance by Trustees. Trustees acknowledge receipt from the Grantor of the properties described in the attached Exhibit A, and do hereby accept this trust upon the terms set forth in this agreement. IN WITNESS WHEREOF, and in triplicate originals, the Grantor and the Individual Trustee have hereunto set their hands and adopted as their seals the typewritten word "SEAL" appearing beside their names; and the Corporate Trustee has caused this agreement to be signed by one of its Vice Presidents and attested by its Trust Officer or one of its Assistant Trust Officers, and its corporate seal to be affixed, all as of the day and year first above written. GRANTOR: /s/ Maggie B. Holding (SEAL) MAGGIE B. HOLDING INDIVIDUAL TRUSTEE: Carolyn S. Holding By: /s/ N. A. Townsend, Jr. (SEAL) Attorney in Fact FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ J. T. Woodward, Jr. Senior Vice President and Trust Officer ATTEST: /s/ J. G. Creech Assistant Secretary 16 STATE OF NORTH CAROLINA COUNTY OF JOHNSTON I, Virginia S. Hopkins, a Notary Public in and for said County and State, do hereby certify that MAGGIE B. HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. Witness my hand and notarial seal this the 28th day of December, 1976. /s/ Virginia S. Hopkins Notary Public My Commission expires: September 10, 1977 STATE OF NORTH CAROLINA COUNTY OF WAKE I, Lee W. Butts, a Notary Public in and for said County and State, do hereby certify that on the 28th day December, 1976, before me personally appeared J. T. WOODWARD, JR. with whom I am personal acquainted, who, being by me duly sworn, says that he is Senior Vice President and that J. G. CREECH is Assistant Secretary of FIRST-CITIZENS BANK & TRUST COMPANY, the corporation described in and which executed the foregoing instrument; that he knows the common seal of said corporation; that the seal affixed to the foregoing instrument is said common seal; that the name of the corporation was subscribed thereto by the said Senior Vice President; that the said Senior Vice President and Assistant Secretary subscribed their names thereto and the said common seal was affixed, all by order of the Board of Directors of said corporation; and that the said instrument is the act and deed of said corporation. WITNESS my hand and notarial seal, this the 28th day of December, 1976. /s/ Lee W. Butts Notary Public My Commission expires: 9/5/78 17 STATE OF NORTH CAROLINA COUNTY OF WAKE THIS IS TO CERTIFY that N. A. Townsend, Jr., personally appeared before me this day and, being first duly sworn, states that he is duly authorized to execute the foregoing instrument for and on behalf of Carolyn S. Holding; that as her attorney in fact he acknowledges the execution of the foregoing instrument for and on behalf of Carolyn S. Holding; and that the foregoing instrument is the act and deed of said Carolyn S. Holding. WITNESS my hand and notarial seal, this 31st day of December, 1976. /s/ Alice W. Sherron (Penny) Notary Public My Commission expires: 9-18-79 EXHIBIT A TO MAGGIE B. HOLDING IRREVOCABLE TRUST AGREEMENT FOR CAROLINE ROYALL HOLDING 417 shares of common stock of Stockton-White Co. 93 shares of common stock of First-Citizens Bank & Trust Co. 152 shares of preferred stock of First-Citizens Bank & Trust Co., Series C 9 shares of preferred stock of First-Citizens Bank & Trust Co., Series A 550 shares of common stock of Southern Bank & Trust Co. 1,493 shares of Exchange Bank of Kingstree 634 shares of common stock of United Carolina Bancshares 333 shares of common stock of Bank of Williston Southern Bank & Trust Co. 7-1/2% Capital Note - Principal Amount of $6,000.00 FIRST-CITIZENS BANK & TRUST COMPANY, and CAROLYN S. HOLDING, Trustees, acknowledge receipt of the foregoing property for the purposes set forth in the foregoing Irrevocable Trust Agreement of which this page is specifically made a part. This the 31st day of December, 1976. FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ J. T. Woodward, Jr. Senior Vice President and Trust Officer Carolyn S. Holding By: /s/ N. A. Townsend, Jr. (SEAL) Attorney in Fact CAROLYN S. HOLDING Appendix to Exhibit 7(f) STATE OF NORTH CAROLINA COUNTY OF WAKE NOTICE OF REMOVAL OF TRUSTEE, APPOINTMENT OF SUCCESSOR TRUSTEE AND ACCEPTANCE OF APPOINTMENT AS SUCCESSOR TRUSTEE TO: First-Citizens Bank & Trust Company, Post Office Box 151, Raleigh, North Carolina 27602 RE: Irrevocable Trust Agreement for the Primary Benefit of Caroline Royall Holding, dated December 28, 1976 between Maggie B. Holding as Grantor and First-Citizens Bank & Trust Company and Carolyn S. Holding as Trustees. Pursuant to the authority granted under Section 1 of Article V of the above-referenced Trust Agreement, the undersigned CAROLINE ROYALL HOLDING, hereby removes FIRST-CITIZENS BANK & TRUST COMPANY as Corporate Trustee, effective thirty (30) days from the date of the delivery of this Notice. Further, pursuant to the authority granted in Section 2 in Article V thereof, the undersigned CAROLINE ROYALL HOLDING hereby appoints GEORGE H. BROADRICK to serve as Successor Co-Trustee in the place and stead of FIRST-CITIZENS BANK & TRUST COMPANY. The undersigned, GEORGE H. BROADRICK, accepts the appointment as Successor Co-Trustee of the above-referenced Trust Agreement, effective upon the effective date of the removal of FIRST-CITIZENS BANK & TRUST COMPANY, and agrees to hold, administer and distribute all of the trust assets in accordance with the terms and provisions of the above-referenced Trust Agreement upon delivery of the Trust assets to me. This 30th day of January, 1991. /s/ Caroline Royall Holding (SEAL) CAROLINE ROYALL HOLDING /s/ George H. Broadrick (SEAL) GEORGE H. BROADRICK STATE OF NORTH CAROLINA COUNTY OF WAKE I, Nancy Narron, a Notary Public in and for said County and State, do hereby certify that CAROLINE ROYALL HOLDING personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 28th day of January, 1991. /s/ Nancy Narron Notary Public My Commission Expires: January 6, 1992 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG I, Sally B. Honeycutt, a Notary Public in and for said County and State, do hereby certify that GEORGE H. BROADRICK personally appeared before me this day and acknowledged the due execution of the foregoing instrument. WITNESS my hand and notarial seal, this the 30th day of January, 1991. /s/ Sally B. Honeycutt Notary Public My Commission Expires: February 24, 1993 -----END PRIVACY-ENHANCED MESSAGE-----