10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission File Number 0-16471

FIRST CITIZENS BANCSHARES, INC.

(Exact name of Registrant as specified in the charter)

Delaware	56-1528994
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification Number)

3128 Smoketree Court

Raleigh, North Carolina 27604

(Address of Principal Executive Offices, Zip Code)

(919) 716-7000

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to:
Section 12(b) of the Act:	8.40% Preferred Securities of FCB/NC Capital Trust II
Section 12(g) of the Act:	Class A Common Stock, Par Value $1
	Class B Common Stock, Par Value $1
	(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. Yes x     No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes x     No ¨

The aggregate market value of the Registrant’s common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was $611,442,296.

On March 12, 2004, there were 8,758,670 outstanding shares of the Registrant’s Class A Common Stock and 1,677,675 outstanding shares of the Registrant’s Class B Common Stock.

Portions of the Registrant’s definitive Proxy Statement dated March 24, 2003 are incorporated in Part III of this report.

CROSS REFERENCE INDEX

			Page
PART 1	Item 1	Business	3
	Item 2	Properties	5
	Item 3	Legal Proceedings	36
	Item 4	Submission of Matters to a Vote of Security Holders	None
PART II	Item 5	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
	Item 6	Selected Financial Data	10
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6-38
	Item 7A	Quantitative and Qualitative Disclosures about Market Risk	22-23
	Item 8	Financial Statements and Supplementary Data
		Independent Auditors’ Report	39
		Consolidated Balance Sheets at December 31, 2003 and 2002	40
		Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2003	41
		Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2003	42
		Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2003	43
		Notes to Consolidated Financial Statements	44-67
		Quarterly Financial Summary for 2003 and 2002	34
	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	None
	Item 9A	Controls and Procedures	6
PART III	Item 10	Directors and Executive Officers of the Registrant	6	*
	Item 11	Executive Compensation	*
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	*
	Item 13	Certain Relationships and Related Transactions	*
	Item 14	Principal Accountant Fees and Services	*
PART IV	Item 15	Exhibits, Financial Statement Schedules and Reports on Form 8-K
	(a)  (1)	Financial Statements (see Item 8 for reference)
	(2)	Financial Statement Schedules normally required on Form 10-K are omitted since they are not applicable, except as referred to in Item 8.
	(3)	The Exhibits listed on the Exhibit Index contained in this Form 10-K have been filed separately with the Commission and are available upon written request.
	(b)	During the quarter ended December 31, 2003, no reports on Form 8-K were filed.

* Information required by Item 10 is incorporated herein by reference to the information that appears under the headings ‘Section 16(a) Beneficial Ownership Reporting Compliance’ on page 4, ‘Proposal 1: Election of Directors’ on pages 4-6, ‘Audit Committee—Function’ and ‘Audit Committee—Members’ on page 7 and ‘Executive Officers’ on page 9 of the Registrant’s Proxy Statement for the 2004 Annual Meeting of Shareholders (2004 Proxy Statement).

Information required by Item 11 is incorporated herein by reference to the information that appears under the heading ‘Director Compensation’ on page 6 and under the heading ‘Executive Compensation’ on pages 10-11 of the 2004 Proxy Statement.

Information required by Item 12 is incorporated herein by reference to the information that appears under the headings ‘Beneficial Ownership of Voting Securities’ on pages 2-4 of the 2004 Proxy Statement.

Information required by Item 13 is incorporated herein by reference to the information that appears under the heading ‘Compensation Committee’ on pages 8-9 and under the heading ‘Transactions with Related Parties’ on pages 12-13 of 2004 Proxy Statement.

Information required by Item 14 is incorporated by reference to the information that appears under the heading ‘Independent Accountants’ on page 13 of the 2004 Proxy Statement.

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Business

First Citizens BancShares, Inc. (BancShares) was incorporated under the laws of Delaware on August 7, 1986, to become the holding company of First-Citizens Bank & Trust Company (First Citizens Bank or FCB), its banking subsidiary. On October 21, 1986 BancShares became the sole shareholder of First Citizens Bank. FCB was chartered on March 4, 1893, as the Bank of Smithfield, Smithfield, North Carolina, and through a series of mergers and name changes, it later became First-Citizens Bank & Trust Company. As of December 31, 2003, FCB operated 330 offices in North Carolina, Virginia and West Virginia.

On April 28, 1997, BancShares launched Atlantic States Bank (ASB), a federally chartered thrift institution. ASB branches were initially concentrated within the metropolitan Atlanta, Georgia market. In 1999, ASB expanded its presence into Florida, focusing initially on selected markets in southwest Florida. The targeted market areas within Florida have grown to now include Jacksonville and Fort Lauderdale. During 2002, ASB continued its expansion into high-growth markets by opening three offices in Austin, Texas, operating under the name of IronStone Bank, a division of ASB (ISB).

During 2003, ISB opened offices in Scottsdale, Arizona, the San Diego and LaJolla communities in Southern California, and Newport Beach and Sacramento in Northern California and plans further expansion in Oregon and Washington. These markets have been selected based on their strong anticipated economic growth rates and the desire to bring a bank with a focus on customer service to the retail and business customers in these communities. At December 31, 2003, ASB had 44 offices.

BancShares’ executive offices are located at 3128 Smoketree Court, Raleigh, North Carolina 27604, and its telephone number is (919) 716-7000. Although BancShares does not maintain a dedicated website, information regarding BancShares is available at FCB’s website, www.firstcitizens.com. At December 31, 2003, BancShares and its subsidiaries employed a full-time staff of 4,223 and a part-time staff of 742 for a total of 4,965 employees.

BancShares’ subsidiary banks seek to meet the needs of both consumers and commercial entities in their respective market areas. These services, offered at most offices, include normal taking of deposits, cashing of checks, and providing for individual and commercial cash needs; numerous checking and savings plans; commercial, business and consumer lending; a full-service trust department; and other activities incidental to commercial banking. Triangle Life Insurance Company underwrites and sells credit-related life insurance products. Nantahala, Inc. owns loans originated by FCB. First Citizens Investor Services, Inc. (FCIS) provides various investment products, including annuities, discount brokerage services and third-party mutual funds to customers. First Citizens Bank, National Association (FCB-NA) is the issuing and processing bank for BancShares’ retail credit cards. Pisgah, Inc., a wholly-owned subsidiary of FCB-NA, owns credit card receivables. Various other subsidiaries are not material to BancShares’ consolidated financial position or to consolidated net income.

The business and operations of BancShares and its subsidiary banks are subject to significant federal and state governmental regulation and supervision. BancShares is a financial holding company registered with the Federal Reserve Board (FRB) under the Bank Holding Company Act of 1956, as amended. It is subject to supervision and examination by, and the regulations and reporting requirements of, the FRB.

FCB is a state-chartered bank, subject to supervision and examination by, and the regulations and reporting requirements of, the Federal Deposit Insurance Corporation (FDIC) and the North Carolina Commissioner of Banks. ASB is a federally-chartered thrift institution supervised by the Office of Thrift Supervision. FCB-NA operates under a national charter, is regulated by the Office of the Comptroller of the Currency and is also a member of the Federal Reserve System. Deposit obligations of FCB and ASB are insured by the FDIC.

The various regulatory authorities supervise all areas of the banking subsidiaries, including their reserves, loans, mergers, the payment of dividends, and other aspects of their operations. The regulators conduct regular examinations, and the banking subsidiaries must furnish periodic reports to their regulators containing detailed financial and other information regarding their affairs.

There are many statutes and regulations that apply to and restrict the activities of the banking subsidiaries, including limitations on the ability to pay dividends, capital ratio requirements, reserve requirements, deposit insurance

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requirements and restrictions on transactions with related parties. The impact of these statutes and regulations is discussed below and in the accompanying audited consolidated financial statements.

The Gramm-Leach-Bliley Act (GLB Act) adopted by Congress during 1999 expanded opportunities for banks and bank holding companies to provide services and engage in other revenue-generating activities that previously were prohibited to them. The GLB Act permits bank holding companies to become “financial holding companies” and expands activities in which banks and bank holding companies may participate, including opportunities to affiliate with securities firms and insurance companies. During 2000, BancShares became a financial holding company and American Guaranty Insurance Company (AGI), formerly a wholly-owned subsidiary of FCB, became a wholly-owned subsidiary of BancShares. As a direct subsidiary of BancShares, AGI has more flexibility in its product offering than it did as a subsidiary of FCB. The GLB Act also contains extensive customer privacy protection provisions which require banks to adopt and implement policies and procedures for the protection of the financial privacy of their customers, including procedures that allow customers to elect that certain financial information not be disclosed to certain persons.

Under Delaware law, BancShares is authorized to pay dividends declared by its Board of Directors, provided that no distribution results in its insolvency on a going concern or balance sheet basis. The ability of the banking subsidiaries to pay dividends to BancShares is governed by statutes of each entity’s chartering jurisdiction and rules and regulations issued by each entity’s respective regulatory authority. Under federal law, and as insured banks, each of the banking subsidiaries is prohibited from making any capital distributions, including paying a cash dividend, if it is, or after making the distribution it would become, “undercapitalized” as that term is defined in the Federal Deposit Insurance Act (FDIA).

BancShares is required to comply with the capital adequacy standards established by the FRB, and the banking subsidiaries are required to comply with the capital adequacy standards established by the FDIC. The FRB and FDIC have promulgated risk-based capital and leverage capital guidelines for determining the adequacy of the capital of a bank holding company or a bank, and all applicable capital standards must be satisfied for a bank holding company or a bank to be considered in compliance with these capital requirements.

Current federal law establishes a system of prompt corrective action to resolve the problems of undercapitalized banks. Under this system, the FDIC has established five capital categories (“well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized”), and it is required to take certain mandatory supervisory actions, and is authorized to take other discretionary actions, with respect to banks in the three undercapitalized categories.

Under the FDIC’s rules implementing the prompt corrective action provisions, an insured, state-chartered bank that has a Total Capital Ratio of 10.0% or greater, a Tier 1 Capital Ratio of 6.0% or greater, a Leverage Ratio of 5.0% or greater, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the FDIC, is considered to be “well-capitalized.” Each of BancShares’ banking subsidiaries is well-capitalized.

Under regulations of the FRB, all FDIC-insured banks must maintain average daily reserves against their transaction accounts. Because required reserves must be maintained in the form of vault cash or in a non-interest-bearing account at a Federal Reserve Bank, the effect of the reserve requirement is to reduce the amount of the Banks’ interest-earning assets.

The FDIC currently uses a risk-based assessment system that takes into account the risks attributable to different categories and concentrations of assets and liabilities for purposes of calculating deposit insurance assessments to be paid by insured banks. The risk-based assessment system uses three capital categories and three supervisory subgroups within each capital group to establish nine assessment risk classifications, each of which has a specified deposit insurance rate.

The FDIC is charged with the responsibility of maintaining the adequacy of the Bank Insurance Fund and the Savings Association Insurance Fund, and the amounts paid by banks for deposit insurance is influenced not only by the bank’s capital category and supervisory subgroup but also by the adequacy of the insurance funds at any time. FDIC insurance assessments could be increased substantially in the future if the FDIC finds such an increase to be necessary in order to adequately maintain the insurance funds.

Each of the banking subsidiaries is subject to the provisions of Section 23A of the Federal Reserve Act. Section 23A places limits on the amount of certain transactions with affiliate entities. The total amount of the transactions by any of the banking subsidiaries with a single affiliate is limited to 10% of the banking subsidiary’s capital and surplus and, for all

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affiliates, to 20% of the banking subsidiary’s capital and surplus. Each of the transactions among affiliates must also meet specified collateral requirements and must comply with other provisions of Section 23A designed to avoid the taking of low-quality assets from an affiliate.

The banking subsidiaries are also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits the above transactions with an affiliates unless the transactions are on terms substantially the same, or at least as favorable to the banking subsidiary or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

The USA Patriot Act of 2001 is intended to strengthen the ability of U.S. law enforcement and the intelligence community to work cohesively to combat terrorism on a variety of fronts. The Act contains sweeping anti-money laundering and financial transparency laws which require various new regulations, including standards for verifying customer identification at account opening, and rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. The Act has required financial institutions to adopt new policies and procedures to combat money laundering, and it grants the Secretary of the Treasury broad authority to establish regulations and impose requirements and restrictions on financial institutions’ operations

Under the Community Reinvestment Act, as implemented by regulations of the federal bank regulatory agencies, an insured bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.

The Sarbanes-Oxley Act of 2002 (the “SOX Act”) represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. Among other requirements, the SOX Act established: (1) new requirements for audit committees of listed companies, including independence, expertise, and responsibilities; (2) additional responsibilities regarding financial statements for the chief executive officers and chief financial officers of reporting companies; (3) new standards for auditors and regulation of audits; (4) increased disclosure and reporting obligations for reporting companies regarding various matters relating to corporate governance, and (5) new and increased civil and criminal penalties for violation of the securities laws.

FCIS is a registered broker-dealer and investment adviser. FCIS’ broker-dealer activities are subject to regulation by the National Association of Securities Dealers (NASD), a self-regulatory organization to which the Securities and Exchange Commission (SEC) has delegated regulatory authority for broker-dealers, as well as by the state securities authorities of the various states in which FCIS operates. FCIS’ investment advisory activities are subject to direct regulation by the SEC, and FCIS’ investment advisory representatives must register with the state securities authorities of the various states in which it operates.

FCIS is also licensed as an insurance agency in connection with various investment products, such as annuities, that are regulated as insurance products. FCIS’ insurance sales activities are subject to concurrent regulation by securities regulators and by the insurance regulators of the various states in which FCIS does business.

AGI and Triangle Life Insurance Company are regulated by the North Carolina Department of Insurance.

Properties

Through its subsidiary financial institutions, as of December 31, 2003, BancShares operated branch offices at 374 locations in North Carolina, Virginia, West Virginia, Florida, Georgia, Texas, Arizona and California. BancShares owns many of the buildings and leases other facilities from third parties.

Additional information relating to premises, equipment and lease commitments is set forth in Note E of BancShares’ consolidated financial statements.

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

BancShares’ Class A and Class B common stock is traded in the over-the-counter market, and the Class A common stock is quoted on the Nasdaq National Market System under the symbol FCNCA. The Class B common stock is quoted on the OTC Bulletin Board. As of December 31, 2003, there were 2,633 holders of record of the Class A common stock, and 488 holders of record of the Class B common stock.

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The per share cash dividends paid by BancShares and the high and low sales prices for each quarterly period during 2003 and 2002 are set forth in Table 18 under the caption ‘Per Share of Stock’ of this report. A cash dividend of 27.5 cents per share was declared by the Board of Directors on January 26, 2004, payable April 5, 2004, to holders of record as of March 15, 2004. Payment of dividends is made at the discretion of the Board of Directors and is contingent upon satisfactory earnings as well as projected future capital needs. Subject to the foregoing, it is currently management’s expectation that comparable cash dividends will continue to be paid in the future.

During the fourth quarter of 2003, BancShares did not repurchase any of its outstanding capital stock.

Controls and Procedures

BancShares’ Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of BancShares’ disclosure controls and procedures in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (Exchange Act). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, BancShares’ disclosure controls and procedures were effective in enabling it to record, process, summarize and report in a timely manner the information required to be disclosed in reports it files under the Exchange Act.

No change in BancShares internal control over financial reporting occurred during our fourth quarter of 2003 that has materially affected, or is reasonably likely to materially affect, BancShares’ internal control over financial reporting.

Code of Ethics

BancShares has adopted a code of ethics that applies to all its executive officers, including its principal executive and principal financial and accounting officers. A copy of the code of ethics will be provided without charge upon request. Requests for copies should be directed to Alex G. MacFadyen, Secretary, First Citizens BancShares, Inc., Post Office Box 27131, Raleigh, North Carolina 27611-7131 or by e-mail to fcbdirectors@firstcitizens.com.

Available Information

BancShares does not have its own separate Internet website. However, FCB’s Internet website (www.firstcitizens.com) includes a hyperlink to the SEC’s website where the public may obtain copies of BancShares’ annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Interested parties may also directly access the SEC’s Internet website that contains reports and other information that BancShares files electronically with the SEC. The address of the SEC’s website is www.sec.gov.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of earnings and related financial data are presented to assist in understanding the financial condition and results of operations of First Citizens BancShares, Inc. (“BancShares”), for the years 2003, 2002 and 2001. BancShares is a financial holding company with two wholly-owned banking subsidiaries: First-Citizens Bank & Trust Company (FCB), a North Carolina-chartered bank, and Atlantic States Bank (ASB), a federally-chartered thrift institution. FCB operates branches in North Carolina, West Virginia, and Virginia. ASB operates branches in Georgia, Florida, Texas, Arizona, and California.

This discussion and related financial data should be read in conjunction with our audited consolidated financial statements and related footnotes, presented on pages 39 through 67 of this report. Intercompany accounts and transactions have been eliminated. Although certain amounts for prior years have been reclassified to conform to statement presentations for 2003, the reclassifications have no effect on shareholders’ equity or net income as previously reported.

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CRITICAL ACCOUNTING POLICIES

The preparation of our audited consolidated financial statements and the information included in management’s discussion and analysis is governed by policies that are based on accounting principles generally accepted in the United States of America and general practices within the banking industry. Among the more significant policies are those that govern accounting for loans and reserve for loan losses, investment securities and pension plan assumptions.

Estimates and judgments are integral to our accounting for certain items, and those estimates and judgments affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. BancShares periodically evaluates its estimates, including those related to the reserve for loan losses, impairment of investment securities, pension plan assumptions and contingencies. While we base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or outcomes.

Reserve for loan losses.    The reserve for loan losses reflects the estimated losses that will result from the inability of our customers to make required payments. The reserve for loan losses results from management’s evaluation of the risk characteristics of the loan portfolio under current economic conditions and considers such factors as the financial condition of the borrower, fair market value of collateral and other items that, in our opinion, deserve current recognition in estimating possible credit losses. Our evaluation process is based on historical evidence and current trends among delinquencies, defaults and nonperforming assets. Our estimate of the reserve for loan losses does not include the impact of events that might occur in the future.

Management considers the established reserve adequate to absorb losses that relate to loans outstanding at December 31, 2003, although future additions to the reserve may be necessary based on changes in economic conditions and other factors. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the reserve for loan losses. Such agencies may require the recognition of additions to the reserve based on their judgments of information available to them at the time of their examination. If the financial condition of our borrowers were to deteriorate, resulting in an impairment of their ability to make payments, our estimates would be updated, and additional reserves may be required.

Other than temporary impairment of investment securities.    Our policy regarding other than temporary impairment of investment securities requires a continuous monitoring of our investment securities. Individual investment securities with a fair value that is less than 80% of original cost over a continuous period that spans two quarter-ends are evaluated for impairment during the subsequent quarter. That evaluation includes an assessment of both qualitative and quantitative measures to determine whether, in management’s judgment, the investment is likely to recover its original value. When that evaluation concludes that no such recovery is likely, the unrealized loss is reported as an other than temporary impairment, and the loss is recorded as a securities transaction on the Consolidated Statements of Income. If our analysis suggests that a loss of asset value has occurred, management may elect to record an other than temporary impairment, even if the prescribed period of time has not lapsed.

Pension plan assumptions.    Although the assets and liabilities associated with the defined benefit pension plan maintained for our associates are not included within the audited consolidated financial statements, the selection of key assumptions used to determine the value of the pension obligation and the plan’s assets can have a direct impact on the pension expense that we report within employee benefit expense in our consolidated statement of income. The discount rate is used to determine the present value of the benefits that the pension plan will pay to the plan participants. The discount rate reflects the interest rate that could be obtained by a suitable investment used to fund the pension obligation. Given the reductions in market interest rates during the past two years, the discount rate used to determine the pension obligation has declined from 7.00 percent at December 31, 2001, to 6.50 percent at December 31, 2002 and to 6.00 percent at December 31, 2003. Assuming other variables remain unchanged, a reduction in the discount rate results in higher pension expense.

The estimated long-term rate of return on plan assets is used to calculate the value of plan assets over time. The estimated return on plan assets was 8.50% at December 31, 2000, 2001 and 2002. Due to reductions in actual plan returns from historical averages and in the projected rate of returns on plan assets, the rate of return was adjusted to 8.00% for 2003.

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Based on robust asset returns during 2003 and more optimistic market conditions and forecasts for future market performance, we adjusted the long-term rate of return on plan assets to 8.50 percent for 2004. Assuming other variables remain unchanged, increasing the long-term rate of return on plan assets to 8.50 percent reduces pension expense.

The assumed rate of future compensation is reviewed annually based on actual experience and has remained at 4.75 percent for 2003, 2002 and 2001. Assuming other variables remain unchanged, a reduction in the rate of future compensation increases would result in lower pension expense.

SUMMARY

BancShares’ earnings and cash flows are primarily derived from the commercial banking activities conducted by its banking subsidiaries, which include commercial and consumer lending, deposit and cash management products, cardholder, merchant, trust and retail broker-dealer services as well as various other products and services typically associated with commercial banking. FCB and ASB gather interest-bearing and noninterest-bearing deposits from retail and commercial customers, although BancShares and its subsidiaries provide supplemental short-term and long-term funding through various non-deposit sources. The liquidity generated from these funding sources is primarily used to invest in interest-earning assets consisting of various types of loans, investment securities and overnight investments. In addition, funds are invested in bank premises as well as furniture and equipment used in the conduct of the subsidiaries’ commercial banking business.

Various external factors influence customer demand for our deposit and loan products. During 2003 and 2002, economic uncertainty in our primary market areas restrained customer demand for loan products. However, during these same years, demand for long-term interest rate commitments on both new loans and refinance transactions has been strong. Additionally, during 2003 and 2002, the low level of interest rates affected the composition of our deposit base, as customers avoided investing in time deposits carrying low interest rates, and chose to allow liquidity to reside in transaction, savings and money market accounts.

The general strength of the economy also influences the quality and collectibility of the loan portfolio, as consumer bankruptcy rates and business debt service levels tend to reflect the general economic cycle. Utilizing various asset–liability management and asset quality tools, we strive to minimize the potentially adverse impact of unforeseen and unfavorable economic trends and to take advantage of favorable economic conditions where appropriate.

Financial institutions frequently focus their strategic and operating emphasis on maximizing profitability, and therefore gauge their relative success by reference to profitability measures such as return on average assets or return on average shareholders’ equity. BancShares’ return on average assets and return on average equity have historically compared unfavorably to the returns of similarly sized financial holding companies. BancShares has historically placed significant emphasis upon asset quality, balance sheet liquidity and capital conservation, even when those priorities may be detrimental to current period earnings.

Our strategic analysis of corporate strengths and the competitive position of BancShares within the financial services industry indicate opportunities for significant growth and expansion. We operate in diverse and growing geographic markets. We believe that through superior customer service, opportunities exist to increase earnings by attracting customers of larger competitors and customers of banks that have focused on merger transactions. We seek to take advantage of market opportunities to increase fee income in areas such as merchant processing, client bank services, factoring, insurance, cash management, wealth management and private banking services.

Our attention is also focused on attempting to mitigate where possible the risks which can endanger our profitability and growth prospects. These risks may be categorized as economic, industry systemic, competitive and regulatory. Due to the lack of control and the potential to result in a material impact upon our financial results, the risk area that is typically of greatest concern is economic. Specific economic risks include recession, rapid movements in interest rates and significant increases in inflation expectations. Compared to our larger competitors, due to our smaller asset size and more limited capital resources, economic risk requires significant and constant management attention.

Detailed information regarding the components of net income over the five years from 1999 through 2003 is provided in the accompanying tables. Table 1 provides a summary of key financial data. Table 5 provides information on net interest income. Table 13 provides details related to the provision for loan losses. Tables 15 and 16 present information regarding the components of noninterest income and expense, respectively.

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An analysis of BancShares’ financial condition and growth can be made by examining the changes and trends in interest-earning assets and interest-bearing liabilities, and a discussion of these changes and trends follows. The information presented in Table 5 is useful in making such an analysis. Table 2 details acquisitions and divestitures during 2003, 2002 and 2001. All of the acquisitions were accounted for as purchases, with the results of operations included with BancShares’ Consolidated Statements of Income since the respective acquisition date.

BancShares reported net income of $75.2 million during 2003, compared to $92.8 million in 2002 and $86.9 million in 2001. Net income for 2003 represented an 18.9 percent decrease when compared to 2002. The $17.6 million decrease was the result of lower net interest income and higher noninterest expense, partially offset by increased levels of noninterest income and lower provision for loan losses. The $5.8 million or 6.7 percent increase in net income in 2002 when compared to 2001 resulted from higher net interest income and noninterest income, partially offset by higher noninterest expense and provision for loan losses. Net income per share for 2003 totaled $7.19, compared to $8.85 and $8.27 for 2002 and 2001, respectively.

Caused largely by the negative impact of declining interest rates as well as the depth to which rates fell, net interest income declined by $20.2 million or 5.3 percent during 2003. The taxable-equivalent net yield on interest-earning assets declined by 31 basis points during 2003 to 3.32 percent. During 2002, net interest income increased by $13.2 million or 3.6 percent as balance sheet growth was sufficient to offset the unfavorable effects of the declining interest rate environment.

Noninterest expenses increased $33.1 million or 7.6 percent in 2003 with significant increases noted in salaries and employee benefits, equipment expense and occupancy expense. During 2002, noninterest expenses increased $10.9 million or 2.6 percent. In both years, franchise growth and expansion coupled with technology investments were largely accountable for the noninterest expense increases.

The continued do novo growth and expansion of ASB has required BancShares to infuse significant amounts of capital into ASB to support its rapidly expanding balance sheet. Infusions totaled $30 million in 2003, $70 million in 2002 and $20 million in 2001 bringing aggregate capital contributions since the 1997 formation of ASB to $200 million. ASB has adversely impacted our financial results during 2003, 2002 and 2001 with net losses reported each year in the amount of $2.0 million, $1.3 million and $7.6 million, respectively. ASB’s net losses since inception equal $23.4 million. Based upon our plans for further expansion of ASB, net losses will likely extend into the foreseeable future.

Noninterest income increased $24.0 million or 10.8 percent in 2003 over 2002 while 2002’s noninterest income increased $5.8 million or 2.7 percent over 2001. The improved noninterest income during 2003 resulted from higher cardholder and merchant services income, mortgage income and a nonrecurring gain on the sale of branch offices.

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Table 1

FINANCIAL SUMMARY AND SELECTED AVERAGE BALANCES AND RATIOS

	2003			2002			2001			2000			1999
	(thousands, except share data and ratios)
SUMMARY OF OPERATIONS
Interest income	$	510,477		$	596,169		$	715,427		$	708,170		$	633,891
Interest expense		148,537			214,018			346,510			342,828			281,542
Net interest income		361,940			382,151			368,917			365,342			352,349
Provision for loan losses		24,187			26,550			24,134			15,488			11,672
Net interest income after provision for loan losses		337,753			355,601			344,783			349,854			340,677
Noninterest income		243,936			220,295			214,643			201,815			164,549
Noninterest expense		465,088			432,353			421,685			394,409			374,830
Income before income taxes		116,601			143,543			137,741			157,260			130,396
Income taxes		41,414			50,787			50,805			58,949			48,596
Net income	$	75,187		$	92,756		$	86,936		$	98,311		$	81,800
Net interest income, taxable equivalent	$	362,991		$	383,494		$	370,857		$	368,190		$	354,566
SELECTED AVERAGE BALANCES
Total assets	$	12,245,840		$	11,843,239		$	11,235,859		$	10,005,597		$	9,622,774
Investment securities		2,585,376			2,610,622			2,196,473			1,618,584			1,908,300
Loans		7,886,948			7,379,607			7,105,915			6,955,772			6,399,114
Interest-earning assets		10,932,853			10,553,574			10,038,074			8,984,878			8,638,698
Deposits		10,433,781			10,007,398			9,405,328			8,390,920			8,105,443
Interest-bearing liabilities		9,163,960			9,129,168			8,798,893			7,772,889			7,517,483
Long-term obligations		255,379			263,291			186,636			154,634			157,897
Shareholders’ equity	$	996,578		$	924,877		$	847,374		$	763,386		$	693,559
Shares outstanding		10,452,523			10,478,843			10,507,289			10,551,607			10,625,457
SELECTED PERIOD-END BALANCES
Total assets	$	12,559,908		$	12,231,890		$	11,864,991		$	10,691,617		$	9,717,099
Investment securities		2,469,447			2,539,236			2,791,296			1,816,720			1,371,894
Loans		8,326,598			7,620,263			7,196,177			7,109,692			6,751,039
Interest-earning assets		11,090,450			10,783,069			10,489,382			9,357,794			8,596,326
Deposits		10,711,332			10,439,620			9,961,605			8,971,868			8,173,598
Interest-bearing liabilities		9,251,903			9,298,080			9,206,903			8,384,692			7,554,229
Long-term obligations		289,277			253,409			284,009			154,332			155,683
Shareholders’ equity	$	1,029,305		$	967,291		$	885,043		$	810,728		$	728,757
Shares outstanding		10,436,345			10,473,294			10,483,456			10,522,836			10,610,399
PROFITABILITY RATIOS (averages)
Rate of return on:
Total assets		0.61	%		0.78	%		0.77	%		0.98	%		0.85	%
Shareholders’ equity		7.54			10.03			10.26			12.88			11.79
Dividend payout ratio		15.30			11.30			12.09			10.73			12.99
LIQUIDITY AND CAPITAL RATIOS (averages)
Loans to deposits		75.59	%		73.74	%		75.55	%		82.90	%		78.95	%
Shareholders’ equity to total assets		8.14			7.81			7.54			7.63			7.21
Time certificates of $100,000 or more to total deposits		10.33			10.87			11.43			9.46			9.02
PER SHARE OF STOCK
Net income	$	7.19		$	8.85		$	8.27		$	9.32		$	7.70
Cash dividends		1.10			1.00			1.00			1.00			1.00
Market price at December 31 (Class A)		120.50			96.60			97.75			80.75			69.75
Book value at December 31		98.63			92.36			84.42			77.04			68.68
Tangible book value at December 31		87.56			81.73			73.78			65.76			58.13

10

Table 2

ACQUISITIONS AND DIVESTITURES

Year	Institution and Location	Total Loans			Total Deposits
		(thousands)
2003	Acquisition of two branches by First Citizens Bank	$	18,523		$	67,887
2003	Sale of four branches by First Citizens Bank		(31,380	)		(114,727	)
2002	Acquisition of two branches by First Citizens Bank		4,201			24,285
2001	Acquisition of two branches by First Citizens Bank		11,187			50,493

INTEREST-EARNING ASSETS

Interest-earning assets include loans, investment securities and overnight investments, all of which reflect varying interest rates based on the risk level and maturity of the underlying asset. Accordingly, riskier investments typically carry a higher interest rate, but expose the investor to potentially higher levels of default. We have historically focused on maintaining high asset quality, which results in a loan portfolio subjected to strenuous underwriting and monitoring procedures. Our investment securities portfolio includes high-quality assets, primarily United States Treasury and government agency securities. Generally, the investment securities portfolio grows and shrinks based on loan and deposit trends. When deposit growth exceeds loan demand, we invest excess funds in the securities portfolio. Conversely, when loan demand exceeds deposit growth, we use proceeds from maturing securities to fund loan demand. Overnight investments are selectively made with other financial institutions that are within our risk tolerance.

Interest-earning assets averaged $10.93 billion during 2003, an increase of $379.3 million or 3.6 percent over 2002 levels, compared to a $515.5 million or 5.1 percent increase in 2002 over 2001 levels. Increase among interest-earning assets during 2003 resulted from loan growth, partially offset by declines in investment securities and overnight investments. Growth among interest-earning assets during 2002 primarily resulted from growth in investment securities accompanied by moderate loan growth.

Loans.    As of December 31, 2003, gross loans outstanding were $8.33 billion, a 9.3 percent increase over the December 31, 2002 balance of $7.62 billion. In general, loan demand during 2003 was sluggish in the markets serviced by FCB, but strong in ASB market areas. Loan balances for the last five years are presented in Table 3. The $706.3 million increase in loans during 2003 was primarily due to growth among commercial mortgage loans, revolving loans secured by real estate, and consumer loans.

Loans secured by real estate totaled $5.87 billion at December 31, 2003, compared to $5.38 billion at December 31, 2002 and $5.05 billion at December 31, 2001. Loans secured by mortgages on commercial property totaled $2.35 billion at December 31, 2003, a $312.1 million or 15.3 percent increase from December 31, 2002. We continue strong growth in commercial mortgage lending, having reported growth rates of 12.5 percent in 2002 and 17.3 percent in 2001. The growth trend reflects the continuing demand for these loans among business customers. As a percentage of total loans, loans secured by commercial mortgages represent 28.2 percent at December 31, 2003, compared to 26.7 percent and 25.1 percent at December 31, 2002 and 2001, respectively. A large percentage of our commercial mortgage portfolio is secured by owner-occupied facilities, rather than investment property. These loans are underwritten based primarily upon the cash flow from the operation of the business rather than the value of the real estate collateral.

11

Table 3

LOANS

	December 31
	2003		2002		2001		2000		1999
	(thousands)
Real estate:
Construction and land development	$	854,660	$	799,278	$	801,354	$	748,941	$	637,982
Mortgage:
Commercial		2,347,792		2,035,646		1,809,260		1,542,832		1,406,498
1-4 family residential		904,082		1,058,082		1,260,010		1,485,691		1,298,998
Revolving		1,598,603		1,335,024		1,024,181		851,810		755,342
Other		160,043		150,226		151,332		173,825		148,584
Total real estate loans		5,865,180		5,378,256		5,046,137		4,803,099		4,247,404
Commercial and industrial		929,039		925,775		915,596		928,592		979,242
Consumer		1,303,718		1,154,280		1,073,954		1,217,850		1,392,978
Lease financing		160,390		141,372		139,966		134,483		123,908
Other		68,271		20,580		20,524		25,668		7,507
Total gross loans		8,326,598		7,620,263		7,196,177		7,109,692		6,751,039
Less reserve for loan losses		119,357		112,533		107,087		102,655		98,690
Net loans	$	8,207,241	$	7,507,730	$	7,089,090	$	7,007,037	$	6,652,349

All information presented in this table relates to domestic loans as BancShares makes no foreign loans.

Revolving loans secured by real estate totaled $1.60 billion at December 31, 2003, compared to $1.34 billion and $1.02 billion at December 31, 2002 and 2001, respectively. The 19.7 percent and 30.4 percent growth rates in 2003 and 2002 reflect continuing demand for the retail EquityLine product. At December 31, 2003, these loans represent 19.2 percent of gross loans, compared to 17.5 percent and 14.2 percent, respectively, at December 31, 2002 and 2001.

Consumer loans totaled $1.30 billion at December 31, 2003, an increase of $149.4 million or 12.9 percent during 2003, the result of growth among indirect automobile loans originated through our sales finance unit and credit card loans. During 2002, consumer loans increased 7.5 percent, reversing a three-year decline that occurred as revolving loans secured by real estate replaced direct installment lending and the volume of automobile dealer loans purchased was moderate. At December 31, 2003, 2002 and 2001, consumer loans represented 15.7 percent, 15.1 percent and 14.9 percent, respectively.

Construction and land development loans totaled $854.7 million at December 31, 2003, an increase of $55.4 million or 6.9 percent. Although we have continued to see demand for development lending, these loans represent a diminishing percentage of total loans outstanding. Construction and land development loans represent 10.3 percent of gross loans at December 31, 2003, compared to 10.5 percent at December 31, 2002 and 11.1 percent at December 31, 2001.

Commercial and industrial loans totaled $929.0 million at December 31, 2003, an increase of 0.3 percent over 2002. Despite significant growth among other loan types, we view the sluggish commercial and industrial loan demand as evidence of continuing economic weakness in BancShares’ key market areas and our desire to secure commercial loans with real estate.

Loans secured by 1-4 family residential mortgages declined $154.0 million or 14.6 percent during 2003. Since mid-2002, substantially all of the residential mortgage loans originated by BancShares have been sold to correspondents, resulting in a gradual decline in 1-4 family residential mortgage loan balances as outstanding loans amortize or are refinanced.

Our recent growth through ASB has allowed us to mitigate our historic exposure to geographic concentration in North Carolina and Virginia. Although these markets have endured economic instability in the past, we are pleased with the diversification that we are beginning to realize by the growth of ASB. We are aware however that, in the absence of

12

rigorous underwriting and monitoring controls, rapid loan growth in new markets may present incremental lending risks. During the expansion of ASB into new markets, we have endeavored to ensure that such controls are functioning effectively and will continue to place emphasis upon maintaining strong lending standards in new markets. With respect to industry concentration, our loan portfolio remains very well diversified, with no single industry accounting for more than 10 percent of total loans outstanding at December 31, 2003.

We expect continued growth in commercial mortgage and revolving real estate loans in 2004, and a continuing reduction in 1-4 family residential mortgage loans as existing loan balances amortize or are refinanced. Recent improvements in general economic conditions in certain of our markets may translate into higher levels of loan demand among our business customers during 2004, although consumer loan demand may continue to be constrained due to soft labor markets. All growth projections are subject to change as a result of further economic deterioration or improvement and other external factors.

Investment Securities.    At December 31, 2003, and 2002, the investment securities portfolio totaled $2.47 billion and $2.54 billion, respectively. Investment securities held to maturity totaled $1.23 billion and $2.42 billion, respectively, at December 31, 2003 and 2002. The $1.19 billion reduction in investment securities held to maturity during 2003 resulted from our decision to reinvest a portion of the proceeds from maturing held-to-maturity securities in securities classified as available-for-sale. This change enhances the overall liquidity and flexibility of the balance sheet. In each period, U.S. Treasury and government agency securities represented substantially the entire balance of the held-to-maturity portfolio. The average maturity of the held-to-maturity portfolio was eleven months at December 31, 2003, unchanged from December 31, 2002. Securities that are classified as held-to-maturity reflect BancShares’ ability and positive intent to hold those investments until maturity.

Investment securities available for sale at December 31, 2003 and 2002 totaled $1.24 billion and $121.7 million, respectively. This $1.12 billion increase from December 31, 2002 to December 31, 2003 results from the decision to invest proceeds from maturing securities in available-for-sale securities. Available-for-sale securities are reported at their aggregate fair value. Investment securities available for sale include U.S. Treasury obligations, government agency securities and a small equity securities portfolio. Unrealized gains and losses on available-for-sale securities are included as a component of shareholders’ equity, net of deferred taxes.

Investment securities averaged $2.59 billion during 2003, $2.61 billion during 2002 and $2.20 billion during 2001. As a percentage of average interest-earning assets, investment securities represented 23.6 percent, 24.7 percent and 21.9 percent during 2003, 2002 and 2001, respectively. Table 4 presents detailed information relating to the investment securities portfolio.

Overnight Investments.    At December 31, 2003 and 2002, overnight investments, which include federal funds sold and interest-bearing deposits in other financial institutions, totaled $294.4 million and $623.6 million, respectively. These investments averaged $460.5 million, $563.3 million and $735.7 million, respectively, during 2003, 2002 and 2001. During 2003, average overnight securities decreased $102.8 million or 18.3 percent due to growth in the loan portfolio. The decrease in 2002 resulted from decisions to direct excess liquidity into the investment securities portfolio.

13

Table 4

INVESTMENT SECURITIES

	December 31
	2003							2002				2001
	Cost		Fair Value		Average Maturity (Yrs./Mos.)	Taxable Equivalent Yield		Cost		Fair Value		Cost		Fair Value
	(thousands, except maturity and yield information)
Investment securities held to maturity:
U. S. Government:
Within one year	$	972,621	$	976,638	0/7	1.91	%	$	1,643,877	$	1,652,014	$	2,452,587	$	2,474,155
One to five years		234,640		236,429	1/4	2.14			744,938		755,010		197,174		197,169
Five to ten years		58		62	5/11	8.00			91		97		148		155
Over ten years		17,229		17,913	14/4	5.62			26,378		27,517		5,348		5,475
Total		1,224,548		1,231,042	0/11	2.01			2,415,284		2,434,638		2,655,257		2,676,954
State, county and municipal:
Within one year		—		—	—	—			—		—		1,254		1,278
One to five years		355		355	2/3	5.55			480		502		500		517
Five to ten years		145		155	6/1	5.88			144		154		143		149
Over ten years		1,419		1,586	15/1	6.02			1,415		1,551		1,412		1,517
Total		1,919		2,096	12/1	5.92			2,039		2,207		3,309		3,461
Other
Within one year		—		—	—	—			10		10		25		25
One to five years		250		250	5/4	7.75			—		—		10		10
Five to ten years		—		—	—	—			250		250		250		250
Total		250		250	5/4	7.75			260		260		285		285
Total investment securities held to maturity		1,226,717		1,233,388	0/11	2.01			2,417,583		2,437,105		2,658,851		2,680,700
Investment securities available for sale
U. S. Government:
Within one year		878,667		875,337	0/3	2.92	%		45,245		45,353		51,560		51,563
One to five years		291,787		290,774	1/8	1.66			20,196		20,356		25,695		25,664
Five to ten years		721		723	8/11	5.41			—		—		—		—
Over ten years		11,048		11,027	14/3	5.21			—		—		—		—
Total		1,182,223		1,177,861	0/10	2.63			65,441		65,709		77,255		77,227
State, county and municipal:
Within one year		1,139		1,138	0/3	2.29			—		—		—		—
One to five years		3,635		3,642	2/10	2.28			282		281		—		—
Five to ten years		2,673		2,689	6/8	4.21			165		163		—		—
Over ten years		145		145	28/11	1.15			145		145		1,263		1,281
Total		7,592		7,614	4/3	2.94			592		589		1,263		1,281
Equity securities		35,318		57,255					41,316		55,355		41,279		53,937
Total investment securities available for sale		1,225,133		1,242,730					107,349		121,653		119,797		132,445
Total investment securities	$	2,451,850	$	2,476,118				$	2,524,932	$	2,558,758	$	2,778,648	$	2,813,145

The average maturity assumes callable securities mature on their earliest call date; yields are based on amortized cost; yields related to securities that are exempt from federal and/or state income taxes are stated on a taxable-equivalent basis assuming statutory rates of 35% for federal income taxes and 6.90% for state income taxes for all periods.

Income on Interest-Earning Assets.    Interest income amounted to $510.5 million during 2003, an $85.7 million or 14.4 percent decrease from 2002, compared to a $119.3 million or 16.7 percent decrease from 2001 to 2002. The decline in interest income during 2003 and 2002 reflected the net impact of lower yields on interest-earning assets, partially offset by higher average assets.

14

The taxable-equivalent yield on interest-earning assets was 4.68 percent during 2003, a 98 basis point decrease from the 5.66 percent reported in 2002. Although the reduction in market interest rates was significant to the yield reduction, also affecting the yield on interest-earning assets is a change in our asset mix. As a percentage of average interest-earning assets, loans represented 72.1 percent, 69.9 percent and 70.8 percent during 2003, 2002 and 2001, respectively. Since the loan portfolio represents the highest-yielding asset, the increase in the ratio of loans to interest-earning assets during 2003 prevented an even larger reduction in interest income.

Table 5 analyzes interest-earning assets and interest-bearing liabilities for the five years ending December 31, 2003. To help assess the impact of the tax-exempt status of income earned on certain loans, leases and municipal securities, Table 5 is prepared on a taxable-equivalent basis.

The taxable-equivalent yield on the loan portfolio decreased from 6.66 percent in 2002 to 5.65 percent in 2003. As a result of that reduction, loan interest income decreased $45.9 million or 9.4 percent from 2002. This followed a decrease of $76.1 million or 13.4 percent in loan interest income in 2002 over 2001, the net result of decreased loan yields and higher average loans outstanding. The lower loan yields during 2003 and 2002 reflect continued declines in market interest rates triggered by reductions in the discount and federal funds rates by the Federal Reserve Bank. The lower key index rates led to reductions in the prime interest rate, resulting in lower yields on prime-based loans as well as rate-induced refinance activity among fixed-rate loans.

Although we anticipate modest reductions in interest-earning asset yields during early 2004 as variable rate loans continue to reprice, we believe that economic indicators will continue to show signs of strengthening and that interest rates will begin to increase after mid-year. We continue to encourage variable rate lending to allow interest-sensitive assets to reprice as interest rates increase, thereby reducing the interest rate risk imbedded in the balance sheet.

Interest income earned on the investment securities portfolio amounted to $60.9 million, $96.7 million and $120.2 million during 2003, 2002 and 2001, respectively. The taxable-equivalent yield on the investment securities portfolio was 2.36 percent, 3.71 percent and 5.48 percent, respectively, for 2003, 2002 and 2001. The $35.8 million decrease in investment interest income during 2003 reflected lower yields and slightly lower average securities. The $23.5 million decrease in investment interest income from 2001 to 2002 was the result of lower yields, partially offset by higher average securities. The short average maturity of our investment securities portfolio combined with redemption of significant amounts of callable securities caused the rapid downward repricing of the portfolio during 2003. If interest rates begin to increase in 2004, the frequency of callable securities being redeemed by issuers prior to maturity will decline significantly from 2003, which will result in the actual maturity of those securities lengthening.

Approximately $900 million of investment securities held to maturity have call features prior to the stated maturity. Interest earned on overnight investments was $5.0 million during 2003, compared to $9.0 million during 2002 and $28.7 million during 2001. The $4.0 million reduction during 2003 resulted from a 51 basis point yield reduction and a reduction in average overnight investments. During 2002, interest income earned from overnight investments decreased $19.7 million over 2001, the net result of the declines in average overnight investments and a 231 basis point yield reduction.

INTEREST-BEARING LIABILITIES

Interest-bearing liabilities include our interest-bearing deposits as well as short-term borrowings and long-term obligations. Deposits are our primary funding source, although we also utilize non-deposit borrowings to stabilize our liquidity base and, in some cases, to fulfill commercial customer requirements for cash management services. Certain of our long-term borrowings also provide capital strength under guidelines established by the Federal Reserve.

At December 31, 2003, and 2002 interest-bearing liabilities totaled $9.25 billion and $9.30 billion, respectively, a decrease of $46.2 million or 0.5 percent. The slight decrease during 2003 results from lower levels of interest-bearing deposits and short-term borrowings, partially offset by higher long-term obligations. Interest-bearing liabilities averaged $9.16 billion during 2003, an increase of $34.8 million or 0.4 percent over 2002 levels. During 2002, interest-bearing liabilities averaged $9.13 billion, an increase of $330.3 million or 3.8 percent over 2001, due to moderately higher levels of interest-bearing deposits.

15

Table 5

AVERAGE BALANCE SHEETS

	2003							2002
	Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate
	(thousands, taxable equivalent)
Assets
Loans	$	7,886,948		$	445,639	5.65	%	$	7,379,607		$	491,770	6.66	%
Investment securities:
U. S. Government		2,525,007			59,350	2.35			2,550,835			94,794	3.72
State, county and municipal		5,151			235	4.56			3,699			301	8.14
Other		55,218			1,345	2.44			56,088			1,673	2.98
Total investment securities		2,585,376			60,930	2.36			2,610,622			96,768	3.71
Overnight investments		460,529			4,959	1.08			563,345			8,974	1.59
Total interest-earning assets		10,932,853		$	511,528	4.68	%		10,553,574		$	597,512	5.66	%
Cash and due from banks		667,979							669,770
Premises and equipment		522,548							494,534
Other assets		238,197							235,484
Reserve for loan losses		(115,737	)						(110,123	)
Total assets	$	12,245,840						$	11,843,239
Liabilities and shareholders’ equity
Interest-bearing deposits:
Checking With Interest	$	1,379,479		$	1,923	0.14	%	$	1,266,185		$	3,450	0.27	%
Savings		690,705			2,151	0.31			642,764			3,435	0.53
Money market accounts		2,563,589			22,208	0.87			2,305,486			35,743	1.55
Time deposits		3,811,476			98,507	2.58			4,121,474			145,278	3.52
Total interest-bearing deposits		8,445,249			124,789	1.48			8,335,909			187,906	2.25
Short-term borrowings		463,332			2,795	0.60			529,968			4,528	0.85
Long-term obligations		255,379			20,953	8.21			263,291			21,584	8.20
Total interest-bearing liabilities		9,163,960		$	148,537	1.62	%		9,129,168		$	214,018	2.34	%
Demand deposits		1,988,532							1,671,489
Other liabilities		96,770							117,705
Shareholders’ equity		996,578							924,877
Total liabilities and shareholders’ equity	$	12,245,840						$	11,843,239
Interest rate spread						3.06	%						3.32	%
Net interest income and net yield on interest-earning assets				$	362,991	3.32	%				$	383,494	3.63	%

Average loan balances include nonaccrual loans. Yields related to loans and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only, are stated on a taxable-equivalent basis, which is customary for financial institutions. The yield/rate assumes a statutory federal income tax rate of 35% for all periods, and state income tax rates of 6.90% for 2003, 2002 and 2001, and 7.00% for 2000 and 1999.

Deposits.    At December 31, 2003, deposits totaled $10.71 billion, an increase of $271.7 million or 2.6 percent from the $10.44 billion in deposits recorded as of December 31, 2002. Branch purchases during 2003 contributed $67.9 million in total deposits, while branch sales yielded a reduction of $114.7 million, a net reduction of $46.8 million in total deposits. Total deposits averaged $10.43 billion in 2003, an increase of $426.4 million or 4.3 percent over 2002. The general improvement in the equity markets in 2003 as compared to 2002 and 2001 caused customers to begin to divert portions of

16

Table 5

AVERAGE BALANCE SHEETS (continued)

2001							2000							1999
Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate
(thousands, taxable equivalent)
	$7,105,915		$	568,379	8.00	%	$	6,955,772		$	587,192	8.44	%	$	6,399,114		$	512,419	8.01	%
	2,147,697			117,608	5.48			1,588,930			96,576	6.08			1,881,591			106,435	5.66
	4,804			416	8.66			4,212			357	8.48			2,893			217	7.50
	43,972			2,288	5.20			25,442			764	3.00			23,816			548	2.30
	2,196,473			120,312	5.48			1,618,584			97,697	6.04			1,908,300			107,200	5.62
	735,686			28,676	3.90			410,522			26,129	6.36			331,284			16,489	4.98
	10,038,074		$	717,367	7.15	%		8,984,878		$	711,018	7.91	%		8,638,698		$	636,108	7.36	%
	592,270							476,929							459,202
	466,549							418,388							382,092
	243,841							225,861							239,833
	(104,875	)						(100,459	)						(97,051	)
$	11,235,859						$	10,005,597						$	9,622,774
	$1,145,115		$	6,060	0.53	%	$	1,068,545		$	6,338	0.59	%	$	1,074,885		$	6,858	0.64	%
	608,882			6,680	1.10			633,666			9,436	1.49			687,191			10,730	1.56
	1,744,389			54,309	3.11			1,477,248			63,386	4.29			1,359,433			47,881	3.52
	4,453,109			243,703	5.47			3,859,946			219,796	5.69			3,680,867			179,452	4.88
	7,951,495			310,752	3.91			7,039,405			298,956	4.25			6,802,376			244,921	3.60
	660,762			20,643	3.12			578,850			31,219	5.39			557,210			23,921	4.29
	186,636			15,115	8.10			154,634			12,653	8.18			157,897			12,700	8.04
	8,798,893		$	346,510	3.94	%		7,772,889		$	342,828	4.41	%		7,517,483		$	281,542	3.75	%
	1,453,833							1,351,515							1,303,067
	135,759							117,807							108,665
	847,374							763,386							693,559
$	11,235,859						$	10,005,597						$	9,622,774
					3.21	%						3.50	%						3.61	%
			$	370,857	3.69	%				$	368,190	4.10	%				$	354,566	4.10	%

their available liquidity out of our banks. This movement of funds caused net deposit growth during 2003 to decline from 2002’s growth rate of 6.4 percent. Contributing significantly to the increase in 2003 average total deposits was a $317.0 million, or 18.9 percent, increase in average demand deposits over 2002.

Average interest-bearing deposits were $8.45 billion during 2003, an increase of only $109.3 million or 1.3 percent. Although average interest-bearing deposits increased only slightly, there were significant changes in the composition of our deposit base. Money market deposits averaged $2.56 billion, an increase of $258.1 million or 11.2 percent over 2002.

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Checking With Interest deposits averaged $1.38 billion in 2003 and $1.27 billion in 2002. This represented an increase of $113.3 million or 8.9 percent. Due to very low market interest rates, customers have been reluctant to invest in time deposit products, leaving significant amounts of liquidity in demand deposit, Checking With Interest and money market accounts. As a result, average time deposits decreased $310.0 million or 7.5 percent during 2003. These deposits averaged $3.81 billion during 2003, compared to $4.12 billion during 2002. We expect that time deposit balances will continue to erode until market interest rates increase significantly.

During 2002, total deposits averaged $10.00 billion, an increase of $602.1 million or 6.4 percent over 2001. Average interest-bearing deposits were $8.34 billion during 2002, an increase of $384.4 million or 4.8 percent, although, as in 2003, the mix of deposit types changed significantly. Average money market accounts were $2.31 billion during 2002, an increase of $561.1 million or 32.2 percent. Time deposits averaged $4.12 billion during 2002, a decrease of $331.6 million or 7.4 percent over 2001. We attribute the deposit growth in 2002 primarily to funds leaving more volatile equity markets.

Table 6

MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE

	December 31, 2003
	(thousands)
Less than three months	$	317,976
Three to six months		235,606
Six to 12 months		301,601
More than 12 months		235,619
Total	$	1,090,802

Short-Term Borrowings.    At December 31, 2003, short-term borrowings totaled $430.2 million, compared to $462.6 million one year earlier, a 7.0 percent reduction. For the year ended December 31, 2003, short-term borrowings averaged $463.3 million, compared to $530.0 million during 2002 and $660.8 million during 2001. The $66.6 million or 12.6 percent decrease from 2002 to 2003 resulted from lower master note and repurchase obligations. The $130.8 million or 19.8 percent decrease from 2001 to 2002 resulted from lower levels of master notes and repurchase obligations. For both 2003 and 2002, customer interest in these commercial cash management products has diminished due to the very low market rates of interest currently available. Partially offsetting these reductions is a $50 million increase in other short-term borrowings resulting from Federal Home Loan Bank of Atlanta advances during 2003. BancShares continues to have access to various short-term borrowings, including the purchase of federal funds, overnight repurchase obligations and credit lines with various correspondent banks. Management anticipates continued use of these credit sources as needed in 2004. Table 7 provides additional information regarding short-term borrowed funds.

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Table 7

SHORT-TERM BORROWINGS

	2003				2002				2001
	Amount		Rate		Amount		Rate		Amount		Rate
	(thousands)
Master notes
At December 31	$	190,978	0.40	%	$	239,718	0.40	%	$	305,537	0.85	%
Average during year		216,591	0.63			272,736	0.91			329,941	3.16
Maximum month-end balance during year		221,346	—			290,574	—			343,886
Repurchase agreements
At December 31		136,756	0.20			166,201	0.25			201,763	0.60
Average during year		156,406	0.32			194,704	0.52			213,830	2.50
Maximum month-end balance during year		164,899	—			203,456	—			231,353
Federal funds purchased
At December 31		38,300	0.70			30,980	0.98			41,700	1.21
Average during year		45,226	0.96			41,044	1.52			63,115	3.97
Maximum month-end balance during year		60,535	—			53,000	—			92,850
Other
At December 31		64,157	0.98			25,728	1.12			62,390	2.25
Average during year		45,109	1.12			21,484	1.85			53,876	4.39
Maximum month-end balance during year		71,450	—			61,371	—			63,408

Long-Term Obligations.    At December 31, 2003 and 2002, long-term obligations totaled $289.3 million and $253.4 million, respectively, an increase of $35.9 million or 14.2 percent. The increase during 2003 includes the impact of a $25.0 million borrowing from the Federal Home Loan Bank of Atlanta and a $7.8 million increase in notes payable resulting from the adoption of a new accounting standard during the fourth quarter of 2003. As a result of the change in accounting treatment, for 2003, long-term obligations include $257.8 million in junior subordinated debentures. This compares to $250.0 million in capital trust securities reported for 2002. The change relates to the treatment of the issuers of the capital trust securities. For 2002, the issuing entities were included within our consolidated financial statements. The accounting change caused us to discontinue the consolidation of those entities in our financial statements as of December 31, 2003. However, for 2003 and 2002, under current regulatory standards, these obligations qualify as capital for BancShares and have also allowed the holding company to provide capital to FCB and ASB.

Expense of Interest-Bearing Liabilities.    Interest expense amounted to $148.5 million in 2003, a $65.5 million or 30.6 percent decrease from 2002. This followed a $132.5 million or 38.2 percent decrease in interest expense during 2002 compared to 2001. The decrease in interest expense during 2003 was the result of lower rates, partially offset by higher average volume. The decrease in interest expense during 2002 was the net result of lower market interest rates and higher average interest-bearing liabilities. The blended rate on all interest-bearing liabilities was 1.62 percent during 2003, compared to 2.34 percent in 2002 and 3.94 percent in 2001. The reductions during 2003 and 2002 resulted from actions by the Federal Reserve Bank to lower the discount and federal funds rates. The reductions in these key index rates pushed deposit and other borrowing costs lower during 2002 and 2003.

The aggregate rate on interest-bearing deposits was 1.48 percent during 2003, compared to 2.25 percent during 2002 and 3.91 percent during 2001. Interest expense on interest-bearing deposits amounted to $124.8 million during 2003, a 33.6 percent decrease from the $187.9 million recorded during 2002, which was a 39.5 percent decrease over the $310.8 million recorded during 2001. The decline in interest expense from 2002 to 2003 was the net result of lower interest rates and higher average interest-bearing deposits. From 2001 to 2002, the decrease in interest expense was the result of lower average interest rates partially offset by higher average deposit balances.

Interest expense for time deposits was $98.5 million during 2003, a $46.8 million or 32.2 percent decrease from 2002, the combined result of lower interest rates and a reduction in average time deposit balances. The $145.3 million in interest expense recorded during 2002 represents a $98.4 million or 40.4 percent decrease from 2001, the result of interest rate reductions, partially offset by the growth in average time deposits.

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Interest expense on short-term borrowings amounted to $2.8 million in 2003, a decrease of $1.7 million or 38.3 percent from 2002. Interest expense related to short-term borrowings totaled $4.5 million and $20.6 million, respectively, in 2002 and 2001. The decrease during 2003 was attributable to lower interest rates and decreases in average short-term borrowings. During 2002, the decline in interest expense resulted from a 227 basis point rate reduction and lower average short-term borrowings when compared to 2001.

Interest expense associated with long-term obligations decreased $630,000 or 2.9 percent during 2003 to $21.0 million. The decrease resulted from lower average volume. Due to the fixed-rate nature of the $250 million in trust preferred capital securities, the reductions in market interest rates during 2002 and 2003 did not reduce the cost of these borrowings.

NET INTEREST INCOME

Net interest income was $361.9 million during 2003, a $20.2 million or 5.3 percent decrease from 2002. The $20.2 million reduction in net interest income was the primary factor contributing to the 18.9 percent decrease reported in our 2003 net income. During 2002, net interest income was $382.2 million, a $13.2 million or 3.6 percent increase over 2001. Table 8 presents the annual changes in net interest income due to changes in volume, yields and rates. This table is presented on a taxable-equivalent basis to adjust for the tax-exempt status of income earned on certain loans, leases and municipal securities. Despite a favorable volume variance resulting from loan growth, the adverse impact of falling market interest rates caused net interest income to decline.

Table 8

CHANGES IN CONSOLIDATED TAXABLE EQUIVALENT NET INTEREST INCOME

	2003									2002
	Change from previous year due to:									Change from previous year due to:
	Volume			Yield/ Rate			Total Change			Volume			Yield/ Rate			Total Change
	(thousands)
Assets
Loans	$	31,095		$	(77,226	)	$	(46,131	)	$	20,065		$	(96,674	)	$	(76,609	)
Investment securities:
U. S. Government		(985	)		(34,459	)		(35,444	)		18,528			(41,342	)		(22,814	)
State, county and municipal		92			(158	)		(66	)		(93	)		(22	)		(115	)
Other		190			(518	)		(328	)		495			(1,110	)		(615	)
Total investment securities		(703	)		(35,135	)		(35,838	)		18,930			(42,474	)		(23,544	)
Overnight investments		(1,389	)		(2,626	)		(4,015	)		(4,715	)		(14,987	)		(19,702	)
Total interest-earning assets	$	29,003		$	(114,987	)	$	(85,984	)	$	34,280		$	(154,135	)	$	(119,855	)
Liabilities
Interest-bearing deposits:
Checking With Interest	$	212		$	(1,739	)	$	(1,527	)	$	485		$	(3,095	)	$	(2,610	)
Savings		192			(1,476	)		(1,284	)		276			(3,521	)		(3,245	)
Money market accounts		3,071			(16,606	)		(13,535	)		13,083			(31,649	)		(18,566	)
Time deposits		(9,471	)		(37,300	)		(46,771	)		(14,920	)		(83,505	)		(98,425	)
Total interest-bearing deposits		(5,996	)		(57,121	)		(63,117	)		(1,076	)		(121,770	)		(122,846	)
Short-term borrowings		(488	)		(1,245	)		(1,733	)		(2,602	)		(13,513	)		(16,115	)
Long-term obligations		(654	)		23			(631	)		6,246			223			6,469
Total interest-bearing liabilities	$	(7,138	)	$	(58,343	)	$	(65,481	)	$	2,568		$	(135,060	)	$	(132,492	)
Change in net interest income	$	36,141		$	(56,644	)	$	(20,503	)	$	31,712		$	(19,075	)	$	12,637

Changes in income relating to certain loans and investment securities are stated on a fully tax-equivalent basis at a rate that approximates BancShares’ marginal tax rate. The taxable equivalent adjustment was $1,051, $1,343 and $1,940 for the years 2003, 2002 and 2001 respectively. Table 5 provides detailed information on average balances, income/expense, yield/rate by category and the relevant income tax rates. The rate/volume variance is allocated equally between the changes in volume and rate.

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The combination of rapidly falling interest rates and the extremely low level to which such interest rates fell caused net interest income to decline $20.2 million during 2003. During 2002, the impact of balance sheet growth was adequate to more than offset the unfavorable impact of lower interest rates. The impact on both periods of declining interest rates was exacerbated due to the depth to which rates fell inasmuch as we were unable to adjust the interest rate paid on certain deposit products consistently with the movement in general market interest rates. As a result, asset yields continued to decline, but deposit rates were unable to adjust in an offsetting amount. Consequently, our net yield on interest-earning assets was compressed, and, ultimately, net interest income declined. The taxable-equivalent net yield on interest-earning assets declined from 3.69 percent in 2001 and 3.63 percent in 2002 to 3.32 percent in 2003.

Table 9

INTEREST-SENSITIVITY ANALYSIS

December 31, 2003	1-30 Days Sensitive		31-90 Days Sensitive			91-180 Days Sensitive			181-365 Days Sensitive			Total One Year Sensitive		Total Nonsensitive		Total
	(thousands)
Assets:
Loans	$	4,907,397	$	142,630		$	202,722		$	406,672		$	5,659,421	$	2,667,177	$	8,326,598
Investment securities held to maturity		87,682		152,005			224,631			508,303			972,621		254,096		1,226,717
Investment securities available for sale		213,770		323,804			309,495			32,737			879,806		362,924		1,242,730
Overnight investments		294,405		—			—			—			294,405		—		294,405
Total interest-earning assets	$	5,503,254	$	618,439		$	736,848		$	947,712		$	7,806,253	$	3,284,197	$	11,090,450
Liabilities:
Interest-bearing deposits	$	4,622,856	$	586,865		$	784,583		$	965,920		$	6,960,224	$	1,572,211	$	8,532,435
Short-term borrowings		379,891		50,000			—			300			430,191		—		430,191
Long-term obligations		—		—			—			—			—		289,277		289,277
Total interest-bearing liabilities	$	5,002,747	$	636,865		$	784,583		$	966,220		$	7,390,415	$	1,861,488	$	9,251,903
Interest-sensitivity gap	$	500,507	$	(18,426	)	$	(47,735	)	$	(18,508	)	$	415,838	$	1,422,709	$	1,838,547

Assets and liabilities with maturities of one year or less and those that may be adjusted within this period are considered interest sensitive. The interest-sensitivity position has meaning only as of the date for which it was prepared.

Rate Sensitivity.    A principal objective of BancShares’ asset/liability function is to manage interest rate risk or the exposure to changes in interest rates. Management maintains portfolios of interest-earning assets and interest-bearing liabilities with maturities or repricing opportunities that will protect against extreme interest rate fluctuations, thereby limiting to the extent possible, the ultimate interest rate exposure. However, we do not utilize interest rate swaps, floors, collars or other derivative financial instruments to attempt to hedge our rate sensitivity and interest rate risk. Table 9 provides BancShares’ interest-sensitivity position as of December 31, 2003, which reflected a one-year positive interest-sensitivity gap of $415.8 million. Theoretically, as a result of this asset-sensitive position, we expect that increases in interest rates will have a favorable impact on net interest income, and that any further reductions in interest rates will have an unfavorable impact on net interest income. Based on current economic indicators, we believe that interest rates have reached their lowest point in the current economic cycle, and we do not anticipate further intervention by the Federal Reserve to stimulate the economy through reductions in market interest rates. We anticipate that rates may begin to increase after mid-2004. If interest rates do rise, BancShares will be in a positive position to take advantage of higher interest rates, and likely see an increase in net interest income.

To minimize the potential adverse impact of interest rate fluctuations, management monitors the maturity and repricing distribution of the loan portfolio and interest-bearing liabilities to reduce its interest rate risk. Additionally, virtually all of the residential mortgage loan production is originated through correspondents, protecting BancShares from the interest rate exposure that is typical in such lending. Table 10 details the maturity and repricing distribution as of

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December 31, 2003. Of the gross loans outstanding on December 31, 2003, 50.4 percent have scheduled maturities within one year, 30.2 percent have scheduled maturities between one and five years, while the remaining 19.4 percent have scheduled maturities extending beyond five years. We continue to offer competitive variable rate lending options to lessen our interest rate exposure resulting from fixed-rate loans.

Table 10

LOAN MATURITY DISTRIBUTION AND INTEREST RATE SENSITIVITY

	December 31, 2003
	Within One Year		One to Five Years		After Five Years		Total
	(thousands)
Real estate:
Construction and land development	$	650,786	$	165,499	$	38,375	$	854,660
Mortgage:
Commercial		1,615,290		589,118		143,384		2,347,792
1-4 family residential		435,022		225,055		244,005		904,082
Revolving		223,014		382,309		993,280		1,598,603
Other		109,944		40,682		9,417		160,043
Total real estate loans		3,034,056		1,402,663		1,428,461		5,865,180
Commercial and industrial		571,130		234,184		123,725		929,039
Consumer		500,640		746,925		56,153		1,303,718
Lease financing		40,975		119,415		—		160,390
Other		50,566		13,390		4,315		68,271
Total	$	4,197,367	$	2,516,577	$	1,612,654	$	8,326,598
Loans maturing after one year with:
Fixed interest rates			$	1,763,917	$	528,551	$	2,292,468
Floating or adjustable rates				752,660		1,084,103		1,836,763
Total			$	2,516,577	$	1,612,654	$	4,129,231

Market risk disclosures.    Table 11 provides information regarding the market risk profile of BancShares at December 31, 2003. Market risk is the potential economic loss resulting from changes in market prices and interest rates. This risk can result in diminished current fair values or reduced net interest income or both in future periods. The more significant changes in our market risk profile from December 31, 2002 to December 31, 2003 include:

• the fair value of investment securities held to maturity has declined $1.21 billion or 49.8 percent; all of the decrease relates to reductions in fixed-rate securities;

• the fair value of investment securities available for sale has increased $1.12 billion excluding the marketable equity securities, all of the decrease relates to growth in fixed-rate securities;

• the fair value of fixed rate loans has increased $144.9 million or 4.1 percent;

• the fair value of variable rate loans has increased $826.0 million or 20.2 percent;

• the fair value of savings and interest-bearing checking deposits increased $250.0 million or 5.4 percent, the result of general volume increases;

• the fair value of fixed rate time deposits decreased $402.3 million or 9.9 percent; the decrease results from reductions in short-term time deposits;

• the fair value of short-term borrowings declined $32.4 million;

• the fair value of long-term obligations, all of which are fixed-rate, increased $48.6 million or 18.8 percent due to newly-originated borrowings;

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Table 11

MARKET RISK DISCLOSURES

	Maturing in Years ended December 31,																					Fair Value
	2004			2005			2006			2007			2008			Thereafter			Total
	(thousands)
Assets
Investment securities held to maturity
Fixed rate	$	972,621		$	218,536		$	15,509		$	950		$	250		$	18,851		$	1,226,717		$	1,233,388
Average rate (%)		1.91	%		2.13	%		2.29	%		3.09	%		7.75	%		5.66	%		2.01	%
Investment securities available for sale
Fixed rate		876,475			243,644			26,838			22,830			1,104			14,584			1,185,475			1,185,475
Average rate (%)		2.92	%		1.54	%		1.94	%		2.59	%		4.57	%		4.89	%		2.63	%
Equity securities		—			—			—			—			—			57,255			57,255			57,255
Loans
Fixed rate		701,010			577,297			591,589			503,676			427,565			608,627			3,409,764			3,645,692
Average rate (%)		6.69	%		6.47	%		6.24	%		6.03	%		5.87	%		6.27	%		6.30	%
Variable rate		1,073,728			622,354			651,867			631,337			568,309			1,369,239			4,916,834			4,916,834
Average rate (%)		4.93	%		5.37	%		5.11	%		4.90	%		4.38	%		6.26	%		5.31	%
Liabilities
Savings and interest-bearing checking
Fixed rate		4,861,670			—			—			—			—			—			4,861,670			4,861,670
Average rate (%)		0.43	%																	0.43	%
Time deposits
Fixed rate		2,762,311			403,029			175,672			119,150			159,689			88			3,619,939			3,670,166
Average rate (%)		1.84	%		3.15	%		3.43	%		3.95	%		2.95	%		5.21	%		2.21	%
Variable rate		43,094			7,732			—			—			—			—			50,826			50,826
Average rate (%)		0.70	%		1.00	%														0.76	%
Short-term borrowings
Fixed rate		430,191			—			—			—			—			—			430,191			430,191
Average rate (%)		0.77	%																	0.77	%
Long-term obligations
Fixed rate		861			3,364			1,041			25,147			160			258,704			289,277			306,836
Average rate (%)		6.25	%		7.46	%		6.54	%		3.46	%		6.00	%		8.18	%		7.75	%

ASSET QUALITY

The maintenance of excellent asset quality is one of our primary areas of focus. We have historically dedicated significant resources to ensuring we are prudent in our lending practices. Accordingly, we have focused on asset quality as a key performance measure.

Nonperforming Assets.    Nonperforming assets include nonaccrual loans and other real estate. With the exception of certain residential mortgage loans, the accrual of interest on loans is discontinued when we deem that collection of additional principal or interest is doubtful. Loans are returned to an accrual status when both principal and interest are current and the loan is determined to be performing in accordance with the applicable loan terms. The accrual of interest on certain residential mortgage loans is discontinued when a loan is more than three monthly payments past due, and the accrual of interest resumes when the loan is less than three monthly payments past due.

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Other real estate includes foreclosed property as well as branch facilities that we have closed but not sold. Nonperforming assets balances for the past five years are presented in Table 12.

Table 12

RISK ELEMENTS

	December 31,
	2003			2002			2001			2000			1999
	(thousands, except ratios)
Nonaccrual loans	$	18,190		$	15,521		$	13,983		$	15,933		$	10,720
Other real estate		5,949			7,330			6,263			1,880			1,600
Total nonperforming assets	$	24,139		$	22,851		$	20,246		$	17,813		$	12,320
Accruing loans 90 days or more past due	$	11,492		$	9,566		$	12,981		$	6,731		$	3,576
Loans at December 31	$	8,326,598		$	7,620,263		$	7,196,177		$	7,109,692		$	6,751,039
Ratio of nonperforming assets to total loans plus other real estate		0.29	%		0.30	%		0.28	%		0.25	%		0.18	%
Interest income that would have been earned on nonperforming loans had they been performing	$	1,182		$	1,190		$	1,060		$	1,209		$	894
Interest income earned on nonperforming loans		356			753			333			587			287

There are no loan concentrations to any multiple number of borrowers engaged in similar activities or industries in excess of 10 percent of total loans at December 31, 2003. There were no foreign loans outstanding in any period.

BancShares’ nonperforming assets at December 31, 2003 totaled $24.1 million, compared to $22.9 million at December 31, 2002 and $20.2 million at December 31, 2001. As a percentage of total loans and other real estate, nonperforming assets represented 0.29 percent, 0.30 percent and 0.28 percent as of December 31, 2003, 2002 and 2001. These ratios are low by industry standards, evidence of our strong focus on asset quality.

Nonperforming assets included nonaccrual loans totaling $18.2 million at December 31, 2003, compared to $15.5 million at December 31, 2002 and $14.0 million at December 31, 2001. At December 31, 2003, nonaccrual loans included $12.7 million in balances classified as impaired. At December 31, 2002, impaired loans totaled $9.3 million. The moderate increase in loan balances classified as nonaccrual and impaired during 2003 resulted from the weak economy as well as our ongoing efforts to identify and successfully resolve credit exposures. Other real estate totaled $5.9 million, $7.3 million and $6.3 million at December 31, 2003, 2002 and 2001, respectively. Accruing loans 90 days or more past due totaled $11.5 million at December 31, 2003, compared to $9.6 million at December 31, 2002.

While we are concerned that nonaccrual loans and impaired loans have increased, our asset quality remains high. Should economic conditions worsen, we would expect to see higher levels of nonperforming assets. Management continues to closely monitor past due accounts to identify any loans that should be classified as impaired or non-accrual.

Reserve for Loan Losses.    At December 31, 2003, BancShares’ reserve for loan losses was $119.4 million or 1.43 percent of loans outstanding. This compares to $112.5 million or 1.48 percent at December 31, 2002, and $107.1 million or 1.49 percent at December 31, 2001.

The provision for loan losses charged to operations was $24.2 million during 2003 compared to $26.6 million during 2002 and $24.1 million during 2001. The $2.4 million or 8.9 percent decrease in provision for loan losses from 2002 to 2003 resulted from lower charge-offs, partially offset by higher loss estimates during 2003.

Net charge-offs for 2003 totaled $17.8 million, compared to $21.1 million during 2002, and $18.9 million during 2001. The ratio of net charge-offs to average loans outstanding equaled 0.23 percent during 2003, 0.29 percent during 2002 and 0.27 percent during 2001. These low loss ratios reflect the quality of BancShares’ loan portfolio and are a key indicator that we closely monitor to evaluate our financial performance. Table 13 provides details concerning the reserve for loan losses and provision for loan losses for the past five years.

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Table 13

SUMMARY OF LOAN LOSS EXPERIENCE

	2003			2002			2001			2000			1999
	(thousands, except ratios)
Balance at beginning of year	$	112,533		$	107,087		$	102,655		$	98,690		$	96,115
Adjustment for sale of loans		—			—			(777	)		—			—
Acquired reserve		409			—			—			—			—
Provision for loan losses		24,187			26,550			24,134			15,488			11,672
Charge-offs:
Real estate:
Construction and land development		(16	)		(580	)		(205	)		—			(7	)
Mortgage:
Commercial		(318	)		(1,186	)		(2,758	)		(280	)		(111	)
1-4 family residential		(1,594	)		(2,916	)		(1,171	)		(898	)		(966	)
Revolving		(1,392	)		(902	)		(899	)		(805	)		(23	)
Other		—			—			—			—			—
Total real estate loans		(3,320	)		(5,584	)		(5,033	)		(1,983	)		(1,107	)
Commercial and industrial		(7,101	)		(7,654	)		(6,736	)		(5,678	)		(1,800	)
Consumer		(10,481	)		(10,117	)		(10,101	)		(8,199	)		(10,748	)
Lease financing		(756	)		(1,585	)		(422	)		(46	)		(32	)
Total charge-offs		(21,658	)		(24,940	)		(22,292	)		(15,906	)		(13,687	)
Recoveries:
Real estate:
Construction and land development		10			—			—			8			42
Mortgage:
Commercial		164			954			504			688			1,262
1-4 family residential		631			239			260			347			368
Revolving		63			15			58			33			13
Other		—			—			—			—			—
Total real estate loans		868			1,208			822			1,076			1,685
Commercial and industrial		1,428			1,212			755			1,581			835
Consumer		1,590			1,413			1,787			1,726			2,070
Lease financing		—			3			3			—			—
Total recoveries		3,886			3,836			3,367			4,383			4,590
Net charge-offs		(17,772	)		(21,104	)		(18,925	)		(11,523	)		(9,097	)
Balance at end of year	$	119,357		$	112,533		$	107,087		$	102,655		$	98,690
Historical Statistics
Balances
Average total loans	$	7,886,948		$	7,379,607		$	7,105,915		$	6,955,772		$	6,399,114
Total loans at year-end		8,326,598			7,620,263			7,196,177			7,109,692			6,751,039
Ratios
Net charge-offs to average total loans		0.23	%		0.29	%		0.27	%		0.17	%		0.14	%
Reserve for loan losses to total loans at year-end		1.43			1.48			1.49			1.44			1.46

All information presented in this table relates to domestic loans as BancShares makes no foreign loans.

Gross charge-offs for 2003 were $21.7 million, compared to $24.9 million in 2002, a decrease of $3.3 million or 13.2 percent. Gross charge-offs in 2002 represented a $2.6 million or 11.9 percent increase over the $22.3 million recorded in 2001. During 2003, BancShares experienced decreases of $1.3 million in charge-offs of residential mortgage loans and $868,000 among commercial mortgage loans.

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Table 14

ALLOCATION OF RESERVE FOR LOAN LOSSES

	December 31
	2003				2002				2001				2000				1999
	Reserve		Percent of Loans to Total Loans		Reserve		Percent of Loans to Total Loans		Reserve		Percent of Loans to Total Loans		Reserve		Percent of Loans to Total Loans		Reserve		Percent of Loans to Total Loans
	(thousands)
Real estate:
Construction and land development	$	7,806	10.26	%	$	7,911	10.49	%	$	7,099	11.14	%	$	5,411	10.53	%	$	4,653	9.45	%
Mortgage:
Commercial		33,054	28.20			31,380	26.71			32,875	25.14			31,786	21.71			32,198	20.83
1-4 family residential		5,577	10.86			5,581	13.89			6,498	17.51			6,416	20.90			5,721	19.24
Revolving		9,725	19.20			7,519	17.52			5,349	14.23			4,600	11.98			4,098	11.19
Other		2,113	1.92			1,863	1.97			2,290	2.10			2,860	2.44			3,232	2.20
Total real estate		58,275	70.44			54,254	70.58			54,111	70.12			51,073	67.56			49,902	62.91
Commercial and industrial		26,921	11.16			23,705	12.15			19,833	12.72			19,951	13.06			20,084	14.51
Consumer		24,564	15.65			25,326	15.14			23,754	14.92			24,523	17.13			26,279	20.63
Lease financing		2,518	1.93			2,036	1.86			1,624	1.95			1,560	1.89			1,572	1.84
Other		901	0.82			255	0.27			151	0.29			254	0.36			190	0.11
Unallocated		6,178				6,957				7,614				5,294				663
Total	$	119,357	100.00	%	$	112,533	100.00	%	$	107,087	100.00	%	$	102,655	100.00	%	$	98,690	100.00	%

Table 14 details management’s allocation of the reserve among the various loan types. The process used to allocate the loan loss reserve considers, among other factors, whether the borrower is a retail or commercial customer, whether the loan is secured or unsecured, and whether the loan is an open or closed-end agreement. Generally, loans to commercial customers are evaluated individually and assigned a credit grade, while loans to retail customers are evaluated among groups of loans with similar characteristics. Loans evaluated individually are assigned a credit grade using such factors as the borrower’s cash flow, the value of any underlying collateral and the value of any guarantee. The rating becomes the basis for the reserve allocation for that individual loan. Groups of loans are aggregated over their remaining estimated behavioral lives and probable loss projections for each period become the basis for the reserve allocation. The loss projections are based on historical loss patterns and current economic conditions. The amount of the reserve for loan losses not allocated through these loss models represents the unallocated reserve. The decrease in the unallocated reserve during 2003 and 2002 results from growth in the loan portfolio, offset by changes in our charge-off estimates.

NONINTEREST INCOME

The growth of noninterest income is essential to our ability to sustain adequate levels of profitability. The primary sources of noninterest income are service charges on deposit accounts, cardholder and merchant service income, various types of commission-based income such as from the sale of investments by our broker-dealer subsidiary, fees from processing services for client banks, mortgage income and various types of revenues derived from wealth management services. Total noninterest income was $243.9 million during 2003, an increase of $23.6 million or 10.7 percent. Noninterest income during 2002 was $220.3 million, a $5.7 million or 2.6 percent increase over the $214.6 million recorded during 2001. Table 15 presents the major components of noninterest income for the past five years.

Excluding the impact of nonrecurring items, core noninterest income totaled $239.4 million in 2003, an increase of $16.9 million or 7.6 percent over 2002. The $222.5 million in core noninterest income recorded during 2002 represented a $14.4 million or 6.9 percent increase over 2001. Much of the increase in core noninterest income during 2003 can be attributed to increases in cardholder and merchant services income, mortgage income, service charge income and commission-based income. Cardholder and merchant services income was $55.3 million in 2003, compared to $49.4 million in 2002 and $44.4 million in 2001 and we view this source of noninterest income as a key growth area. The $5.9 million or 12.0 percent increase in cardholder and merchant services income was the result of higher credit card merchant

26

discount and higher interchange fees for debit and credit card transactions. Cardholder and merchant services income includes the interchange income that we earn from debit cards issued to our customers. As a result of a recent out-of-court settlement involving the two major credit card associations, the interchange rate we earn on signature-based debit card transactions decreased 24.1 percent effective August 1, 2003. Although the volume of transactions processed through our debit card products continues to grow, the reduction in the interchange rate has adversely affected interchange income.

Table 15

NONINTEREST INCOME

	Year ended December 31
	2003		2002			2001		2000		1999
	(thousands)
Core noninterest income
Service charges on deposit accounts	$	78,273	$	75,870		$	70,066	$	59,384	$	55,169
Cardholder and merchant services		55,321		49,387			44,399		38,622		32,801
Commission-based income:
Investments		15,387		14,000			12,585		12,974		10,700
Insurance		6,180		5,930			5,220		3,718		3,072
Other		2,380		2,037			1,969		603		—
Total commission-based income		23,947		21,967			19,774		17,295		13,772
Fees from processing services		20,590		18,929			17,452		14,556		12,987
Trust income		15,005		14,897			15,114		14,814		13,848
Mortgage income		15,469		11,605			11,645		4,797		5,650
ATM income		9,005		9,205			9,552		9,059		8,674
Other service charges and fees		14,463		14,744			13,896		12,077		9,935
Other		5,844		4,772			5,256		5,129		4,944
Total core noninterest income		237,917		221,376			207,154		175,733		157,780
Non-core items
Securities transactions		309		(1,081	)		7,189		1,810		1,706
Gain on sale of mortgage servicing rights		—		—			300		20,187		—
Gain on sale of branches		5,710		—			—		4,085		5,063
Total non-core items		6,019		(1,081	)		7,489		26,082		6,769
Total	$	243,936	$	220,295		$	214,643	$	201,815	$	164,549

Mortgage income was $15.5 million, an increase of $3.9 million or 33.3 percent from the $11.6 million recorded in 2002. Prompted by lower market interest rates, the increase in refinance activity resulted in higher origination fee and commitment fee income, accounting for much of the growth during 2003. Mortgage income was $11.6 million in 2001. Since the middle of 2002, substantially all of our residential mortgage loan production has been originated through correspondents, resulting in immediate recognition of any origination fees collected as well as servicing release premiums. Due to the probability of stable or increased market interest rates, it is likely that our mortgage income will decline during 2004 from the level achieved in 2003.

Service charge income was $78.3 million during 2003, compared to $75.9 million in 2002 and $70.1 million in 2001. The $2.4 million or 3.2 percent increase in service charge income during 2003 results primarily from higher bad check fees.

Commission-based income increased $2.0 million to $23.9 million in 2003 from $22.0 million in 2002. In 2001, commission-based income was $19.8 million. The 9.0 percent increase in 2003 primarily resulted from growth within our factoring division. The increase during 2002 resulted from fees generated by our broker-dealer and our insurance agency.

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During 2003, fees from processing services totaled $20.6 million, an increase of $1.7 million or 8.8 percent over 2002. During 2002, BancShares recognized $18.9 million in fees from processing services, an increase of $1.5 million or 8.5 percent over the $17.5 million recognized during 2001. Increases during 2003 and 2002 result from growth in the number of transactions processed. In each period, a substantial portion of the income resulted from services provided to related parties.

During 2003, trust income totaled $15.0 million, virtually unchanged from the amounts recorded during 2002 and 2001. Generally weak asset returns on trust assets under management during the period 2001 through mid-2003 have contributed to the lack of growth in this noninterest income category. We expect that trust income will increase in 2004 due to improved asset values in late-2003, upon which most trust fees are assessed, and higher sales activity.

During 2003, BancShares recognized $14.5 million in other service charges and fees, a decrease of 1.9 percent over the $14.7 million recognized during 2002, which represented an $848,000 or 6.1 percent increase over 2001. For 2003, fees attributable to debit cards declined by $803,0000 after we discontinued debit card fees to stimulate usage and improve interchange income. In addition, customer fees earned from certain cash management sweep products declined by $200,000 as the very low interest rates paid on these products caused customers to close accounts. Offsetting a portion of the unfavorable variances was an $899,000 increase in modification and extension fees on commercial loans as commercial customers sought to modify existing credit lines to take advantage of the falling interest rate environment. For 2002, the increase resulted primarily from higher fees generated from loan modifications.

Non-core components of noninterest income in 2003 totaled $6.0 million, consisting of a $5.7 million gain on the sale of branches and a net gain of $309,000 resulting from securities transactions. During 2002, we recorded $1.1 million in securities losses. During 2001, $7.2 million in securities gains combined with gains recognized on the sale of mortgage servicing rights contributed $7.5 million to total noninterest income. During 2003, 2002 and 2001, securities transactions relate to available for sale securities.

Management anticipates continued growth during 2004 among service charges on deposit accounts, cardholder and merchant services income, processing services, and selected commission-based income sources. We anticipate continued growth among transactions processed through our credit and debit cards, which, despite the reduction in the interchange rate previously discussed, will result in higher interchange income. Many of our client bank customers, most of which are related parties, are seeing continued expansion. As their transaction-based fees paid to us continue to grow, we anticipate improved income from processing services.

NONINTEREST EXPENSE

The primary components of noninterest expense are salaries and related employee benefits cost, equipment costs related to branch offices and technology software and hardware and occupancy costs related to branch offices and support facilities. Noninterest expense for 2003 amounted to $465.1 million, a $32.7 million or 7.6 percent increase over 2002. Noninterest expense in 2002 was $432.4 million, a $10.7 million or 2.5 percent increase over 2001. Table 16 presents the major components of noninterest expense for the past five years. For 2003 and 2002, $8.1 million and $6.1 million of the respective increase in total noninterest expenses is attributable to the continued growth and expansion of ASB.

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Table 16

NONINTEREST EXPENSE

	Year ended December 31
	2003		2002		2001		2000		1999
	(thousands)
Salaries and wages	$	199,703	$	186,756	$	180,288	$	168,478	$	159,808
Employee benefits		45,958		42,199		35,715		32,061		30,297
Equipment expense		50,436		45,406		40,861		38,153		37,745
Occupancy expense		42,430		38,316		35,584		33,835		30,041
Cardholder and merchant services		24,119		22,123		19,514		16,870		14,712
Telecommunication expense		11,455		10,753		11,052		10,799		10,052
Postage expense		8,826		8,242		8,055		7,062		7,096
Advertising expense		7,566		7,520		6,928		7,277		7,313
Legal expense		5,851		5,063		3,713		3,412		4,609
Consultant expense		3,747		2,543		3,470		5,273		5,840
Amortization of intangibles		2,583		2,803		11,585		10,637		10,963
Other		62,414		60,629		64,920		60,552		56,354
Total	$	465,088	$	432,353	$	421,685	$	394,409	$	374,830

Salary expense was $199.7 million during 2003, compared to $186.8 million during 2002, an increase of $12.9 million or 6.9 percent, following a $6.5 million or 3.6 percent increase in 2002 over 2001. Increases during 2003 resulted from higher incentive-based compensation, merit increases and a $4.6 million increase in salary expense at ASB. Higher salary levels in 2002 resulted from merit increases and higher incentive-based compensation. We expect that additional staff arising from ASB’s continuing expansion will cause 2004’s salary expense to increase at a rate well above that attributable to merit increase levels. We project reduced mortgage-based incentives will partially mitigate the rate of increase.

Employee benefits expense equaled $46.0 million during 2003, an increase of $3.8 million or 8.9 percent from 2002. The $42.2 million in benefits expense recorded during 2002 represented an increase of $6.5 million or 18.2 percent over 2001. During 2003 pension expense increased $3.6 million or 54.0 percent over 2002 due to reductions in the discount rate and the long-term return on plan assets. In addition, costs related to our employee health insurance coverage increased $1.6 million due to unfavorable conditions in the medical services and prescription drug markets. During 2002, we also recognized higher pension expense and health insurance expense when compared to 2001. We project that 2004 pension expense will remain essentially unchanged from 2003. The favorable impact of improved investment performance and an increase in the long-term rate of return on plan assets will be largely offset by a reduction in the assumed discount rate. We expect health care costs will continue to increase during 2004.

Equipment expense for 2003 was $50.4 million, an increase of $5.0 million or 11.1 percent over 2002, when total equipment expenses were $45.4 million. The increase during 2003 resulted primarily from higher levels of depreciation and maintenance expense related to software and hardware. During 2002, equipment expense was $4.5 million or 11.1 percent above the amount recorded during 2001, also the result of higher levels of depreciation and software maintenance. As we continue to build platform systems and delivery channels required to meet our customers’ needs, we anticipate equipment costs will continue to escalate.

BancShares recorded occupancy expense of $42.4 million during 2003, an increase of $4.1 million or 10.7 percent over 2002. Occupancy expense during 2002 was $38.3 million, an increase of $2.7 million or 7.7 percent over 2001. The increase in occupancy expense in each period resulted from higher depreciation expense attributable to newly constructed branches. ASB’s occupancy expense increased $1.9 million during 2003 due to its rapid expansion into new market areas. Our branch expansion plans for 2004 will result in continued increases in occupancy costs. Additionally, FCB has announced its plan to purchase a 163,000 square foot office building in Raleigh, North Carolina. This purchase, scheduled to close during the second quarter of 2004, may result in increases to BancShares occupancy expense in future periods.

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Expenses related to credit card processing were $24.1 million in 2003 and $22.2 million in 2002. This increase of $1.9 million or 8.8 percent is primarily due to growth in credit and debit card transactions and higher levels of merchant volume. In 2002, credit card processing expense increased $2.6 million or 13.4 percent from 2001, likewise due primarily to volume increases. We anticipate this volume-based expense will continue to increase during 2004.

Legal expense was $5.9 million during 2003, an increase of $788,000 or 15.6 percent over 2002 due to higher defense costs associated with various litigation matters and legal fees incurred related to ASB’s expansion into new states. The $5.1 million in legal expense reported during 2002 represented an increase of $1.4 million or 36.4 percent over 2001, also resulting from higher defense costs.

Consultant expense during 2003 was $3.7 million, a $1.2 million or 47.3 percent increase due primarily to third party support for our internal audit department. The $2.5 million in consultant expense recorded during 2002 represented a reduction of $927,000 or 26.7 percent from 2001.

INCOME TAXES

During 2003, BancShares recorded total income tax expense of $41.4 million, compared to $50.8 million during 2002 and 2001. BancShares’ effective tax rate was 35.5 percent in 2003, 35.4 in 2002 and 36.9 percent in 2001. During 2003, the reduction in income tax expense resulted from lower pretax income and a reduction to the valuation reserve for deferred state tax assets, partially offset by an increase in current state taxes. During 2002, the reduction in the effective tax rate resulted from the adoption of Statement of Financial Accounting Standards No. 142 (Statement 142) on January 1, 2002. Upon the adoption of Statement 142, we discontinued the amortization of goodwill. Since this amortization expense was non-deductible for income tax purposes, the expense reduction resulting from the change did not generate additional income tax expense and therefore caused a reduction in our effective tax rate.

LIQUIDITY

BancShares has historically maintained a strong focus on liquidity, and our deposit base represents our primary liquidity source. The rate of growth in average deposits was 4.3 percent during 2003, 6.4 percent during 2002, and 12.1 percent during 2001. Additionally, through our deposit pricing strategies, we have the ability to stimulate or curtail deposit growth. In addition to deposits, BancShares maintains additional sources for borrowed funds through federal funds lines of credit and other borrowing facilities. At December 31, 2003, BancShares had access to $475.0 million in unfunded borrowings through its correspondent bank network.

Once we have generated the needed liquidity and have satisfied our loan demand, residual liquidity is invested in overnight and longer-term investment products. We maintain a highly liquid investment portfolio with varying maturities to provide needed cash flows to meet anticipated liquidity requirements. At December 31, 2003, investment securities available for sale totaled $1.24 billion compared to $121.7 million at December 31, 2002. Investment securities held to maturity totaled $1.23 billion at December 31, 2003 and $2.42 billion at December 31, 2002. Total investment securities represent 19.7 percent and 20.8 percent of total assets at December 31, 2003 and 2002, respectively. Based on the assumption that all securities are called at their earliest call date, the weighted-average maturity of investment securities held to maturity was 11 months at December 31, 2003. The combination of the securities designated as available for sale and the short average maturity duration of the held-to-maturity portfolio provides a significant source of liquidity.

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

BancShares maintains an adequate capital position and exceeds all minimum regulatory capital requirements. BancShares’ total risk-based capital ratios were 14.2 percent, 14.8 percent and 14.4 percent, respectively, at December 31, 2003, 2002 and 2001. BancShares’ Tier 1 capital ratios for December 31, 2003, 2002 and 2001 were 12.9 percent, 13.5 percent and 13.1 percent, respectively. The minimum capital ratios established by Federal Reserve guidelines are 8 percent for total capital and 4 percent for Tier 1 capital. At December 31, 2003, BancShares’ leverage capital ratio was 9.3 percent compared to 9.2 percent and 8.8 percent at December 31, 2002 and 2001, respectively. The minimum leverage ratio is 3 percent. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a direct material effect on the consolidated financial statements.

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FCB’s total risk-based capital ratios were 12.20 percent, 12.90 percent and 12.68 percent, respectively at December 31, 2003, 2002 and 2001. Dividends from FCB to BancShares provide the source for capital infusions into ASB to fund the continuing growth and expansion of ASB as well as allow for BancShares’ payment of shareholder dividends and interest payments on long-term obligations. During 2003, FCB declared dividends to BancShares in the amount of $67.4 million. BancShares infused $30 million into ASB during 2003, and we expect BancShares will contribute an additional $35 million during 2004 and $5 million during 2005 to support planned expansion.

While FCB’s total risk-based capital ratio is currently well in excess of the minimum prescribed by banking regulators, until the profitability of FCB improves, the ability of FCB to declare dividends at levels near that of 2003 is doubtful. It is therefore possible that capital infusions by BancShares into ASB in periods after 2004 may be reduced, which could limit ASB’s expansion plans.

Table 17

ANALYSIS OF BANCSHARES’ CAPITAL ADEQUACY

	December 31									Regulatory Minimum
	2003			2002			2001
	(thousands)
Tier 1 capital	$	1,152,309		$	1,096,537		$	1,015,804
Tier 2 capital		121,348			107,605			102,444
Total capital	$	1,273,657		$	1,204,142		$	1,118,248
Risk-adjusted assets	$	8,951,402		$	8,123,321		$	7,771,031
Risk-based capital ratios
Tier 1 capital		12.87	%		13.50	%		13.07	%	4.00	%
Total capital		14.23	%		14.82	%		14.39	%	8.00	%
Tier 1 leverage ratio		9.34	%		9.17	%		8.78	%	3.00	%

During the fourth quarter of 2003 the Board of Directors of BancShares reauthorized the purchase of its Class A and Class B common stock. Management views the purchase of its stock as a good investment and will purchase shares when market conditions are favorable for such transactions and excess capital exists to fund those purchases.

SEGMENT REPORTING

BancShares conducts its banking operations through its two wholly-owned subsidiaries, FCB and ASB. Although FCB and ASB offer similar products and services to customers, each entity operates in distinct geographic markets and has separate management groups. We monitor growth and financial results in these institutions separately and, within each institution, by further geographic segregation.

Although FCB has grown through acquisition in certain of its markets, throughout its history much of its expansion has been accomplished on a de novo basis. However, because of FCB’s size, market share and maturity as well as the current modest expansion of its branch network, the costs associated with de novo branching are not material to FCB’s financial performance. Since it first opened in 1997, ASB has followed a similar business model for growth and expansion. Yet, due to the magnitude of the number of immature branch offices that have yet to attain sufficient size for profitability, the financial results and trends of ASB are significantly affected by its current and continuing growth. Each new market ASB enters creates additional operating costs that are not fully offset by operating revenues until typically the third year after initial opening. ASB’s rapid growth in new markets in recent years has continued to adversely impact its financial performance.

Atlantic States Bank.    At December 31, 2003, ASB operated 44 branches in Florida, Georgia, Texas, Arizona and California. ASB established banking facilities in Texas and Arizona during 2002 and began conducting business in California in 2003. Substantially all of ASB’s growth has been on a de novo basis, and ASB continues efforts to build a customer base in demographically superior markets. Our business model and our growth expectations are contingent on two fundamental operating criteria. First, we are recruiting and hiring experienced bankers who are established in the markets we are entering and who are focused on strong asset quality and delivering high quality customer service. Second, we are occupying attractive and accessible branch facilities. Both of these are costly goals, but we believe that they are critical to establishing a solid foundation for future success in these new markets.

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ASB’s total assets increased from $1.04 billion at December 31, 2002 to $1.21 billion at December 31, 2003, an increase of $171.1 million or 16.5 percent. ASB’s net interest income increased $6.6 million or 20.1 percent during 2003, the result of balance sheet growth. Average interest-earning assets increased $167.3 million during 2003, primarily due to an increase in average loans outstanding. Partially offsetting the impact of this asset growth were yield reductions among interest-earning assets. The taxable-equivalent yield on interest-earning assets declined 105 basis points, from 7.56 percent during 2002 to 6.51 percent during 2003.

ASB’s noninterest income increased $587,000 or 11.8 percent during 2003, primarily the result of higher service charge income. Noninterest expense increased $8.1 million or 22.1 percent during 2003, the result of higher personnel and occupancy costs incurred in conjunction with the initial opening of new branch offices.

ASB recorded a net loss of $2.0 million during 2003 compared to a net loss of $1.3 million during 2002. This represents an increase of $701,000 or 54.6 percent in the net loss.

In Texas, Arizona and California, ASB branches operate under the name IronStone Bank. In March 2004, ASB will change its name to IronStone Bank, and all ASB branches will begin to operate under the name IronStone Bank. ASB has requested regulatory approval to open new facilities in New Mexico, Colorado and Oregon and has plans for further expansion in selected markets. As this growth continues, ASB will continue to incur incremental operating costs, particularly in the areas of personnel, occupancy and equipment. As a result of the de novo status of much of the ASB franchise and plans for continued expansion, ASB’s net losses will likely extend into the foreseeable future.

First Citizens Bank.    At December 31, 2003, FCB operated 330 branches in North Carolina, Virginia and West Virginia, compared to 342 branches at December 31, 2002 and 348 branches at December 31, 2001. The reduction in branches from 2001 to 2002 and from 2002 to 2003 has resulted primarily from decisions to consolidate branches in established North Carolina markets.

FCB’s total assets increased from $11.08 billion at December 31, 2002 to $11.28 billion at December 31, 2003, an increase of $199.3 million or 1.8 percent, the result of loan growth. FCB’s net interest income decreased $23.8 million or 6.5 percent during 2003, the result of the adverse impact of significant market interest rate reductions. Provision for loan losses decreased $2.4 million or 10.0 percent during 2003 due to lower net charge-offs.

FCB’s noninterest income increased $20.6 million or 9.3 percent during 2003, primarily the result of higher service charge, cardholder and merchant services, and commission-based income as well as gain resulting from the sale of branches. Noninterest expense increased $21.8 million or 5.4 percent during 2003, due to higher personnel and occupancy costs. FCB recorded net income of $90.4 million during 2003 compared to $105.0 million during 2002. This represents a $14.6 million or 13.9 percent decrease in net income.

FOURTH QUARTER ANALYSIS

We reported net income of $16.6 million for the quarter ending December 31, 2003, compared to $19.3 million for the corresponding period of 2002, a reduction of 14.3 percent. Per share income for the fourth quarter 2003 totaled $1.59 compared to $1.85 for the same period a year ago. Our results generated an annualized return on average assets of 0.53 percent for the fourth quarter of 2003, compared to 0.64 percent for the same period of 2002. The annualized return on average equity equaled 6.45 percent during the fourth quarter of 2003, compared to 8.05 percent for the same period of 2002. In the fourth quarter, higher noninterest expenses exceeded the favorable impact of improved noninterest income, lower provision for loan losses and a slight improvement in net interest income.

BancShares reported an increase in net interest income in the fourth quarter of 2003, compared to the prior year’s same quarter. Net interest income increased $246,000 or 0.3 percent in the fourth quarter, compared to the same period of 2002. The improvement in net interest income resulted from loan growth and the collection of interest income on nonaccrual loans. These enhancements to net interest income more than offset the unfavorable impact of lower yields on interest-earning assets. The taxable-equivalent net yield on interest-earning assets fell from 3.43 percent in the fourth quarter of 2002 to 3.33 percent for the fourth quarter of 2003.

32

Interest income decreased $15.2 million or 10.8 percent in the fourth quarter of 2003 when compared to the same period of 2002. The yield on average interest-earning assets decreased 70 basis points from 5.19 percent in 2002 to 4.49 percent in 2003. The yield on average loans declined 97 basis points to 5.36 percent while the yield on average investment securities decreased 54 basis points to 2.27 percent. Average interest-earning assets increased $329.3 million or 3.1 percent during the fourth quarter of 2003, compared to the same period of 2002. Average loans outstanding during the fourth quarter of 2003 were $8.14 billion, an increase of $597.2 million or 7.9 percent of 2002.

Interest expense decreased $15.4 million from $47.7 million in the fourth quarter of 2002 to $32.3 million in the fourth quarter of 2003 due to lower rates and lower average volume. The rate on average interest-bearing liabilities decreased 65 basis points to 1.40 percent in 2003. The rate on average time deposits declined 86 basis points to 2.27 and the rate on average money market accounts decreased 65 basis points to 0.66 percent. Average interest-bearing liabilities decreased $55.5 million to $9.18 billion. Average time deposits declined $304.2 million or 7.6 percent to $3.71 billion.

The provision for loan losses decreased $2.1 million or 29.0 percent in the fourth quarter of 2003, compared to the same period of 2002 due to lower net charge-offs. Net charge-offs were $3.9 million during the fourth quarter of 2003, compared to $6.2 million during the same period of 2002, a 37.5 percent reduction.

Noninterest income increased $2.3 million or 4.1 percent during the fourth quarter. Cardholder and merchant services income increased $1.0 million or 7.5 percent due to favorable volume growth, while service-charge income increased $957,000 or 5.0 percent. Growth was also noted in trust income and commission-based income. These increases were partially offset by a $1.4 million reduction in mortgage income.

Noninterest expense increased $7.9 million or 7.1 percent during the fourth quarter of 2003, when compared to the same period of 2002. Salary expense increased $3.3 million or 7.0 percent during 2003 due to the continued growth and expansion of Atlantic States Bank’s franchise and higher incentive-based compensation. Occupancy expense increased $1.2 million or 12.9 percent, the result of higher depreciation costs and rent expense resulting from new branch facilities.

33

Table 18

SELECTED QUARTERLY DATA

	2003												2002
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
	(thousands, except per share data and ratios)
SUMMARY OF OPERATIONS
Interest income	$	125,343		$	124,887		$	129,173		$	131,074		$	140,508		$	147,742		$	151,771		$	156,148
Interest expense		32,301			34,573			39,505			42,158			47,712			52,127			55,042			59,137
Net interest income		93,042			90,314			89,668			88,916			92,796			95,615			96,729			97,011
Provision for loan losses		5,079			6,353			7,192			5,563			7,156			5,592			7,822			5,980
Net interest income after provision for loan losses		87,963			83,961			82,476			83,353			85,640			90,023			88,907			91,031
Noninterest income		58,601			62,736			66,550			56,049			56,298			55,046			55,045			53,891
Noninterest expense		120,089			118,478			115,577			110,944			112,176			108,089			105,491			106,582
Income before income taxes		26,475			28,219			33,449			28,458			29,762			36,980			38,461			38,340
Income taxes		9,901			8,672			12,677			10,164			10,422			13,190			13,659			13,516
Net income	$	16,574		$	19,547		$	20,772		$	18,294		$	19,340		$	23,790		$	24,802		$	24,824
Net interest income—taxable equivalent	$	93,297		$	90,568		$	89,926		$	89,200		$	93,106		$	95,932		$	97,074		$	97,382
SELECTED QUARTERLY AVERAGES
Total assets	$	12,449,537		$	12,287,273		$	12,203,618		$	12,054,717		$	12,076,262		$	11,871,334		$	11,756,150		$	11,664,376
Investment securities		2,602,630			2,665,203			2,594,983			2,476,426			2,544,930			2,553,957			2,641,898			2,704,077
Loans		8,140,751			7,946,501			7,811,739			7,642,673			7,543,548			7,450,271			7,312,384			7,207,757
Interest-earning assets		11,100,897			10,994,308			10,890,420			10,741,160			10,771,571			10,592,386			10,491,811			10,353,509
Deposits		10,612,173			10,441,989			10,394,829			10,283,143			10,251,693			10,060,785			9,934,615			9,776,690
Interest-bearing liabilities		9,178,628			9,126,076			9,177,931			9,173,567			9,234,127			9,131,569			9,075,549			9,073,637
Long-term obligations		261,333			253,351			253,379			253,389			253,412			253,973			262,224			283,993
Shareholders’ equity	$	1,020,181		$	1,002,524		$	991,047		$	974,900		$	953,606		$	935,735		$	916,387		$	894,689
Shares outstanding		10,436,345			10,436,345			10,465,909			10,472,065			10,475,377			10,477,886			10,480,527			10,481,661
SELECTED QUARTER-END BALANCES
Total assets	$	12,552,227		$	12,387,281		$	12,394,744		$	12,388,741		$	12,231,890		$	12,087,152		$	11,867,758		$	11,747,978
Investment securities		2,469,447			2,646,829			2,475,821			2,362,130			2,539,236			2,502,026			2,464,779			2,576,383
Loans		8,326,598			8,026,502			7,857,220			7,704,492			7,620,263			7,521,834			7,434,662			7,248,088
Interest-earning assets		11,090,450			10,941,968			10,951,437			10,991,877			10,534,469			10,647,042			10,438,386			10,422,451
Deposits		10,711,332			10,563,135			10,558,616			10,594,380			10,439,620			10,286,825			10,065,180			9,872,979
Interest-bearing liabilities		9,251,903			9,165,645			9,158,867			9,293,396			9,298,080			9,208,776			9,121,010			9,099,535
Long-term obligations		289,277			256,752			253,376			253,386			253,409			253,970			253,979			283,988
Shareholders’ equity	$	1,029,305		$	1,015,678		$	999,789		$	983,635		$	967,291		$	949,871		$	930,175		$	907,907
Shares outstanding		10,436,345			10,436,345			10,436,345			10,470,236			10,473,294			10,476,137			10,480,391			10,480,624
PROFITABILITY RATIOS (averages)
Rate of return (annualized) on:
Total assets		0.53	%		0.63	%		0.68	%		0.62	%		0.64	%		0.80	%		0.85	%		0.86	%
Shareholders’ equity		6.45			7.74			8.41			7.61			8.05			10.09			10.86			11.25
Dividend payout ratio		17.30			14.71			13.89			15.71			13.51			11.01			10.55			10.55
LIQUIDITY AND CAPITAL RATIOS (averages)
Loans to deposits		76.71	%		76.10	%		75.15	%		74.32	%		73.58	%		74.05	%		73.61	%		73.72	%
Shareholders’ equity to total assets		8.19			8.16			8.12			8.09			7.90			7.88			7.79			7.67
Time certificates of $100,000 or more to total deposits		10.31			10.22			10.34			10.44			10.42			10.54			10.90			11.54
PER SHARE OF STOCK
Net income	$	1.59		$	1.87		$	1.98		$	1.75		$	1.85		$	2.27		$	2.37		$	2.37
Cash dividends		0.275			0.275			0.275			0.275			0.25			0.25			0.25			0.25
Class A sales price
High		126.00			117.50			103.19			100.85			106.91			114.48			114.99			103.16
Low		105.70			100.75			94.09			90.55			90.38			95.00			100.75			95.01
Class B sales price
High		123.00			114.00			100.00			95.00			106.75			108.00			118.00			95.70
Low		109.00			100.00			92.00			88.25			90.00			95.00			90.30			88.00

Average loan balances include nonaccrual loans. Yields related to loans and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only, are stated on a taxable-equivalent basis assuming a federal income tax rate of 35% and a state income tax rate of 6.9% for all periods.

Stock information related to Class A and Class B common stock reflects the sales price, as reported on the Nasdaq National Market System. As of December 31, 2003, there were 2,633 holders of record of the Class A common stock and 488 holders of record of the Class B common stock.

34

Table 19

CONSOLIDATED TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS—FOURTH QUARTER

	2003						2002						Increase (decrease) due to:
	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate		Volume			Yield/ Rate			Total Change
	(thousands)
Assets
Loans	$	8,140,751	$	109,893	5.36	%	$	7,543,548	$	120,324	6.33	%	$	8,770		$	(19,201	)	$	(10,431	)
Investment securities:
U. S. Government		2,512,010		14,472	2.29			2,487,355		17,571	2.80			136			(3,235	)		(3,099	)
State, county and municipal		8,770		90	4.07			2,546		52	8.10			95			(57	)		38
Other		81,850		304	1.47			55,029		401	2.89			148			(245	)		(97	)
Total investment securities		2,602,630		14,866	2.27			2,544,930		18,024	2.81			379			(3,537	)		(3,158	)
Overnight investments		357,516		839	0.93			683,093		2,470	1.43			(972	)		(659	)		(1,631	)
Total interest-earning assets	$	11,100,897	$	125,598	4.49	%	$	10,771,571	$	140,818	5.19	%	$	8,177		$	(23,397	)	$	(15,220	)
Liabilities
Interest-bearing deposits:
Checking With Interest	$	1,434,550	$	423	0.12	%	$	1,319,583	$	788	0.24	%	$	52		$	(417	)	$	(365	)
Savings		711,009		361	0.20			648,308		841	0.51			54			(534	)		(480	)
Money market accounts		2,598,606		4,342	0.66			2,497,170		8,261	1.31			254			(4,173	)		(3,919	)
Time deposits		3,709,506		21,193	2.27			4,013,697		31,666	3.13			(2,086	)		(8,387	)		(10,473	)
Total interest-bearing deposits		8,453,671		26,319	1.24			8,478,758		41,556	1.94			(1,726	)		(13,511	)		(15,237	)
Short-term borrowings		463,624		751	0.64			501,957		913	0.72			(65	)		(97	)		(162	)
Long-term obligations		261,333		5,231	7.94			253,412		5,243	8.21			162			(174	)		(12	)
Total interest-bearing liabilities	$	9,178,628	$	32,301	1.40	%	$	9,234,127	$	47,712	2.05	%	$	(1,629	)	$	(13,782	)	$	(15,411	)
Interest rate spread					3.09	%					3.14	%
Net interest income and net yield on interest-earning assets			$	93,297	3.33	%			$	93,106	3.43	%	$	9,806		$	(9,615	)	$	191

Average loan balances include nonaccrual loans. Yields related to loans and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only, are stated on a taxable-equivalent basis assuming a statutory federal income tax rate of 35% and a state income tax rate of 6.9% for each period.

35

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

As a normal part of its business, BancShares, FCB, ASB and other subsidiaries enter into various contractual obligations and participate in certain commercial commitments. Table 20 identifies significant obligations and commitments as of December 31, 2003.

Table 20

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

	Payments due by period
Type of obligation	Less than 1 year		1-3 years		4-5 years		Thereafter		Total
	(thousands)
Contractual obligation
Deposits	$	9,845,972	$	586,433	$	278,839	$	88	$	10,711,332
Short-term borrowings		430,191		—		—		—		430,191
Long-term obligations		861		4,405		25,307		258,704		289,277
Operating leases		11,297		18,398		12,156		52,231		94,082
Total contractual obligations	$	10,288,321	$	609,236	$	316,302	$	311,023	$	11,524,882
Commercial commitments
Loan commitments	$	2,147,109	$	94,004	$	50,355	$	2,150,043	$	4,441,511
Standby letters of credit		36,783		3,190		544		—		40,517
Total commercial commitments	$	2,183,892	$	97,194	$	50,899	$	2,150,043	$	4,482,028

Additionally, FCB has agreed to purchase a nine-story office building in Raleigh, North Carolina in mid-2004. Once all conditions are satisfied, FCB will pay a total of $29.3 million to purchase the land and the building.

LEGAL PROCEEDINGS

BancShares, FCB, ASB and other subsidiaries have been named as defendants in various legal actions arising from their normal business activities in which damages in varying amounts are claimed. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, any such liability will not have a material effect on BancShares’ consolidated financial position.

RELATED PARTY TRANSACTIONS

BancShares’ related parties include our directors and officers, their immediate family members and any businesses or entities they control. There are several other financial institutions that, as a result of significant common ownership, are viewed as related parties. We routinely conduct business with these individuals and entities. Some of these related party relationships affect our consolidated statements of income. Fees from processing services includes $20.0 million, $18.6 million and $17.3 million recorded during 2003, 2002 and 2001, for services we provided to related parties. The rates charged the related parties for such processing services are determined on an arm’s length basis and are subject to rigorous pricing and competitive reviews. During 2003, BancShares recognized a $5.7 million gain on sale of branches to a related party. The prices negotiated between the parties for the sale of the branches were based upon arm’s length negotiations, and are believed to be reflective of appropriate prices for similar transactions among unrelated parties. During 2003, 2002 and 2001, we recognized legal expense of $4.9 million, $4.3 million and $3.6 million, respectively, to the law firm that serves as our General Counsel. The senior member of that firm is a member of our board of directors.

Certain of these related party transactions also affect our consolidated balance sheets. At December 31, 2003 and 2002, loans outstanding include $24.9 million and $36.6 million in loans to related parties. Investment securities available for sale include an equity investment in a related party. This investment had a carrying value of $18.7 million and $13.8 million at December 31, 2003 and 2002, respectively, based upon the quoted price per share as of December 31 in the over-the-counter market on the OTC Bulletin Board. Short-term borrowings include $20.8 million and $24.9 million in federal funds purchased from related parties at December 31, 2003 and 2002. Additionally, BancShares had off balance sheet obligations for unfunded loan commitments to related parties that totaled $15.4 million and $30.1 million at December 31, 2003 and 2002, respectively.

36

CURRENT ACCOUNTING AND REGULATORY ISSUES

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (Statement 143). Statement 143 requires us to record the fair value of an asset retirement obligation as a liability in the period in which we incur a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. Statement 143 also requires us to record a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. We adopted Statement 143 on January 1, 2003. The adoption of Statement 143 did not have a material impact on our consolidated financial statements.

In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (Statement 144), which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations –Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” Statement 144 establishes a single accounting model for long-lived assets to be disposed of by a sale. We adopted the provisions of Statement 144 on January 1, 2003. The implementation did not have a material impact on our consolidated financial position or consolidated results of operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections (Statement 145). Statement 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary. Statement 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the rescission of SFAS No. 4 are applied in fiscal years beginning after May 15, 2003. The provisions of the Statement related to SFAS No. 13 were effective for transactions occurring after May 15, 2002. The adoption of Statement 145 did not have a material effect on our consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (Statement 146), which became effective prospectively for exit or disposal activities initiated after December 31, 2002. Under Statement 146, we will record a liability for a cost associated with an exit or disposal activity when that liability is incurred and can be measured at fair value. In periods after initially recording a liability, we will adjust the liability to reflect revisions to the expected timing or amount of estimated cash flows, at the appropriate interest rate originally used to measure the liability. Statement 146 also establishes accounting standards for employee and contract termination costs. The adoption of Statement 146 did not have a material effect on our consolidated financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34 (Interpretation 45). Interpretation 45 elaborates on the disclosures to be made by a guarantor in its financial statements about its obligations under guarantees issued. Interpretation 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of Interpretation 45 were applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on our financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123 (Statement 148). Statement 148 provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002. As we currently have no stock-based compensation, the adoption of Statement 148 did not have a material impact on our consolidated financial statements.

37

In January 2003, the FASB issued and subsequently amended Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (Interpretation 46). Interpretation 46 addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. Interpretation 46 applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. BancShares has no investments in variable interest entities that require consolidation under Interpretation 46. The application of Interpretation 46 resulted in the de-consolidation of the two grantor trusts that have issued the trust preferred capital securities currently reported in our consolidated financial statements. Prior to December 31, 2003, we reported the trust preferred capital securities held by third parties as long-term obligations. Effective with the implementation of FIN 46, we began reporting the junior subordinated debentures as long-term obligations. The impact of this change did not have a material effect on our consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (Statement 149), which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Statement 149 was effective for contracts entered into or modified after June 30, 2003, except certain hedging relationships designated after June 30, 2003, as defined in Statement 149. In addition, except as defined in Statement 149, all provisions of Statement 149 would be applied prospectively. Statement 149 did not have a material impact on the consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Statement 150). Statement 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Statement 150 was effective for financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. BancShares had no financial instruments that are affected by Statement 150. Accordingly, Statement 150 did not have a material impact on the consolidated financial statements.

In December 2003, the FASB issued SFAS No. 132 (revised), Employers’ Disclosures about Pensions and Other Postretirement Benefits (Statement 132). Statement 132 prescribes employers’ disclosures about pension plans and other postretirement benefit plans, but does not change the measurement or recognition of those plans. Statement 132 retains and revises the disclosure requirements contained in the original statement. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. Statement 132 is effective for fiscal years ending after December 15, 2003. The disclosures made elsewhere in this report conform to the requirements of Statement 132.

During December 2003, the SEC staff publicly announced its plan to issue guidance that would require recognition of issued loan commitments as written options under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (as amended). This treatment would create a liability for the life of the loan commitment. Until official guidance is issued, we are unable to assess the potential impact of this proposal.

Management is not aware of any current recommendations by regulatory authorities that, if implemented, would have or would be reasonably likely to have a material effect on liquidity, capital ratios or results of operations.

FORWARD-LOOKING STATEMENTS

This discussion may contain statements that could be deemed forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgment of BancShares and its management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of BancShares’ customers, actions of government regulators, the level of market interest rates, and general economic conditions.

38

INDEPENDENT AUDITORS’ REPORT

BOARD OF DIRECTORS AND SHAREHOLDERS

FIRST CITIZENS BANCSHARES, INC.

We have audited the accompanying consolidated balance sheets of First Citizens BancShares, Inc. and Subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Citizens BancShares, Inc. and Subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note A to the consolidated financial statements, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, and Statement of Financial Accounting Standards No. 147, Acquisitions of Certain Financial Institutions.

Raleigh, North Carolina

February 20, 2004

39

CONSOLIDATED BALANCE SHEETS

First Citizens BancShares, Inc. and Subsidiaries

	December 31
	2003		2002
	(thousands, except share data)
ASSETS
Cash and due from banks	$	790,168	$	811,657
Overnight investments		294,405		623,570
Investment securities held to maturity (fair value of $1,233,388 in 2003 and $2,437,105 in 2002)		1,226,717		2,417,583
Investment securities available for sale (cost of $1,225,133 in 2003 and $107,349 in 2002)		1,242,730		121,653
Loans		8,326,598		7,620,263
Less reserve for loan losses		119,357		112,533
Net loans		8,207,241		7,507,730
Premises and equipment		539,616		507,267
Income earned not collected		41,929		46,959
Other assets		217,102		195,471
Total assets	$	12,559,908	$	12,231,890
LIABILITIES
Deposits:
Noninterest-bearing	$	2,178,897	$	1,857,576
Interest-bearing		8,532,435		8,582,044
Total deposits		10,711,332		10,439,620
Short-term borrowings		430,191		462,627
Long-term obligations		289,277		253,409
Other liabilities		99,803		108,943
Total liabilities		11,530,603		11,264,599
Shareholders’ Equity
Common stock:
Class A—$1 par value (11,000,000 shares authorized; 8,758,670 shares issued for 2003; 8,794,669 shares issued for 2002)		8,759		8,794
Class B—$1 par value (2,000,000 shares authorized; 1,677,675 shares issued for 2003; 1,678,625 shares issued for 2002)		1,678		1,678
Surplus		143,766		143,766
Retained earnings		864,470		804,397
Accumulated other comprehensive income		10,632		8,656
Total shareholders’ equity		1,029,305		967,291
Total liabilities and shareholders’ equity	$	12,559,908	$	12,231,890

See accompanying Notes to Consolidated Financial Statements.

40

CONSOLIDATED STATEMENTS OF INCOME

First Citizens BancShares, Inc. and Subsidiaries

	Year Ended December 31
	2003		2002			2001
	(thousands, except share and per share data)
INTEREST INCOME
Loans	$	444,639	$	490,526		$	566,592
Investment securities:
U. S. Government		59,350		94,794			117,608
State, county and municipal		184		203			263
Other		1,345		1,673			2,288
Total investment securities interest and dividend income		60,879		96,670			120,159
Overnight investments		4,959		8,973			28,676
Total interest income		510,477		596,169			715,427
INTEREST EXPENSE
Deposits		124,789		187,906			310,752
Short-term borrowings		2,795		4,528			20,643
Long-term obligations		20,953		21,584			15,115
Total interest expense		148,537		214,018			346,510
Net interest income		361,940		382,151			368,917
Provision for loan losses		24,187		26,550			24,134
Net interest income after provision for loan losses		337,753		355,601			344,783
NONINTEREST INCOME
Service charges on deposit accounts		78,273		75,870			70,066
Cardholder and merchant services income		55,321		49,387			44,399
Commission-based income		23,947		21,967			19,774
Fees from processing services		20,590		18,929			17,452
Trust income		15,005		14,897			15,114
Mortgage income		15,469		11,605			11,645
ATM income		9,005		9,205			9,552
Other service charges and fees		14,463		14,744			13,896
Gain on sale of mortgage servicing rights		—		—			300
Gain on sale of branches		5,710		—			—
Securities gains/(losses)		309		(1,081	)		7,189
Other		5,844		4,772			5,256
Total noninterest income		243,936		220,295			214,643
NONINTEREST EXPENSE
Salaries and wages		199,703		186,756			180,288
Employee benefits		45,958		42,199			35,715
Occupancy expense		42,430		38,316			35,584
Equipment expense		50,436		45,406			40,861
Other		126,561		119,676			129,237
Total noninterest expense		465,088		432,353			421,685
Income before income taxes		116,601		143,543			137,741
Income taxes		41,414		50,787			50,805
Net income		75,187		92,756			86,936
OTHER COMPREHENSIVE INCOME, NET OF TAXES
Unrealized securities gains arising during period		2,163		1,180			2,357
Less: reclassification adjustment for gains included in net income		187		196			977
Other comprehensive income		1,976		984			1,380
Comprehensive income	$	77,163	$	93,740		$	88,316
PER SHARE INFORMATION
Net income available to common shareholders	$	7.19	$	8.85		$	8.27
Weighted average shares outstanding		10,452,523		10,478,843			10,507,289

See accompanying Notes to Consolidated Financial Statements.

41

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

First Citizens BancShares, Inc. and Subsidiaries

	Class A Common Stock			Class B Common Stock			Surplus		Retained Earnings			Accumulated Other Comprehensive Income		Total Shareholders’ Equity
	(thousands, except share data)
Balance at December 31, 2000	$	8,813		$	1,709		$	143,766	$	650,148		$	6,292	$	810,728
Redemption of 16,300 shares of Class A common stock		(16	)							(1,407	)				(1,423	)
Redemption of 23,080 shares of Class B common stock					(23	)				(2,049	)				(2,072	)
Net income										86,936					86,936
Unrealized securities gains, net of deferred taxes													1,380		1,380
Cash dividends										(10,506	)				(10,506	)
Balance at December 31, 2001		8,797			1,686			143,766		723,122			7,672		885,043
Redemption of 2,485 shares of Class A common stock		(3	)							(260	)				(263	)
Redemption of 7,677 shares of Class B common stock					(8	)				(743	)				(751	)
Net income										92,756					92,756
Unrealized securities gains, net of deferred taxes													984		984
Cash dividends										(10,478	)				(10,478	)
Balance at December 31, 2002		8,794			1,678			143,766		804,397			8,656		967,291
Redemption of 35,999 shares of Class A common stock		(35	)							(3,530	)				(3,565	)
Redemption of 950 shares of Class B common stock										(87	)				(87	)
Net income										75,187					75,187
Unrealized securities gains, net of deferred taxes													1,976		1,976
Cash dividends										(11,497	)				(11,497	)
Balance at December 31, 2003	$	8,759		$	1,678		$	143,766	$	864,470		$	10,632	$	1,029,305

See accompanying Notes to Consolidated Financial Statements.

42

CONSOLIDATED STATEMENTS OF CASH FLOWS

First Citizens BancShares, Inc. and Subsidiaries

	Year ended December 31,
	2003			2002			2001
	(thousands)
OPERATING ACTIVITIES
Net income	$	75,187		$	92,756		$	86,936
Adjustments to reconcile net income to cash provided by operating activities:
Amortization of intangibles		2,583			2,803			11,636
Provision for loan losses		24,187			26,550			24,134
Deferred tax expense (benefit)		5,154			1,408			(676	)
Change in current taxes payable		9,375			4,717			954
Depreciation		41,628			37,588			34,339
Change in accrued interest payable		(8,162	)		(34,558	)		(3,986	)
Change in income earned not collected		5,030			16,645			(1,024	)
Securities losses (gains)		(309	)		1,081			(7,189	)
Origination of loans held for sale		(938,598	)		(764,955	)		(414,994	)
Proceeds from sale of loans held for sale		937,468			765,476			614,115
Gain on loans held for sale		(7,166	)		(3,745	)		(2,101	)
Gain on sale of branches		(5,710	)		—			—
Gain on sale of mortgage servicing rights		—			—			(300	)
Provision for branches to be closed		—			101			1,334
Net amortization of premiums and discounts		17,800			24,586			10,022
Net change in other assets		(15,895	)		(20,827	)		(12,428	)
Net change in other liabilities		(9,944	)		15,776			2,625
Net cash provided by operating activities		132,628			165,402			343,397
INVESTING ACTIVITIES
Net change in loans outstanding		(728,668	)		(437,765	)		(292,020	)
Purchases of investment securities held to maturity		(719,034	)		(2,694,929	)		(2,382,522	)
Purchases of investment securities available for sale		(1,615,817	)		(40,978	)		(97,616	)
Proceeds from maturities of investment securities held to maturity		1,892,100			2,911,611			1,491,815
Proceeds from maturities of investment securities available for sale		543,555			52,345			13,883
Net change in overnight investments		329,165			(121,661	)		(70,527	)
Dispositions of premises and equipment		20,930			19,634			8,058
Additions to premises and equipment		(92,261	)		(81,265	)		(79,923	)
Purchase and sale of branches, net of cash transferred		(79,403	)		17,401			34,574
Net cash used by investing activities		(449,453	)		(375,607	)		(1,374,278	)
FINANCING ACTIVITIES
Net change in time deposits		(273,438	)		(470,314	)		165,349
Net change in demand and other interest-bearing deposits		591,990			924,044			773,895
Net change in short-term borrowings		(33,087	)		(149,363	)		(21,827	)
Repayment of long-term obligations		—			(30,000	)		—
Origination of long-term obligations		25,000			—			130,522
Repurchases of common stock		(3,652	)		(1,014	)		(3,495	)
Cash dividends paid		(11,497	)		(10,478	)		(10,506	)
Net cash provided by financing activities		295,316			262,875			1,033,938
Change in cash and due from banks		(21,489	)		52,670			3,057
Cash and due from banks at beginning of period		811,657			758,987			755,930
Cash and due from banks at end of period	$	790,168		$	811,657		$	758,987
CASH PAYMENTS FOR:
Interest	$	156,699		$	248,576		$	350,496
Income taxes		22,499			45,232			51,321
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Unrealized securities gains	$	3,293		$	1,656		$	2,969
Reclassification of premises and equipment to other real estate		—			—			177,817
Recognition of capital lease obligations		3,786			—			—

See accompanying Notes to Consolidated Financial Statements.

43

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

First Citizens BancShares, Inc. (“BancShares”) is a financial holding company with two banking subsidiaries—First-Citizens Bank & Trust Company, headquartered in Raleigh, North Carolina (“FCB”), which operates branches in North Carolina, Virginia and West Virginia; and Atlantic States Bank (“ASB”), a federally-chartered thrift institution headquartered in Fort Myers, Florida with branch offices in Florida, Georgia, Texas, Arizona and California. ASB has requested regulatory approval to expand into New Mexico, Colorado and Oregon. During March 2004, ASB will change its name to IronStone Bank, and all ASB branches will begin to operate under the name IronStone Bank.

FCB and ASB offer full-service banking services designed to meet the needs of both retail and commercial customers in the markets they serve. The services offered include transaction and savings deposits, commercial and consumer lending, a full service trust department, a full service securities broker-dealer, insurance services and other activities incidental to commercial banking. BancShares is also the parent company of American Guaranty Insurance Company, which is engaged in writing property and casualty insurance, and Neuse, Incorporated, which owns some of ASB’s branches.

FCB has eight subsidiaries. First Citizens Investor Services is a registered broker-dealer in securities that provides investment services, including sales of annuities and third party mutual funds. IronStone Securities was chartered in 2003 for the purposes of becoming a registered broker-dealer in securities, subject to approval by the National Association of Securities Dealers and other regulatory agencies. First Citizens Bank, National Association (formerly, First-Citizens Bank, A Virginia Corporation), is the issuing and processing bank for BancShares’ retail credit cards and merchant accounts. Triangle Life Insurance Company writes credit life and credit accident and health insurance. Neuse Financial Services, Inc. is a title insurance agency. Other subsidiaries are not material to the consolidated financial statements.

The accounting and reporting policies of BancShares and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America and, with regard to the banking subsidiaries, conform to general industry practices. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates made by BancShares in the preparation of its consolidated financial statements are the determination of the reserve for loan losses, investment securities and pension plan assumptions.

Intercompany accounts and transactions have been eliminated. Certain amounts for prior years have been reclassified to conform to statement presentations for 2003. However, the reclassifications have no effect on shareholders’ equity or net income as previously reported.

Investment Securities

For investment securities classified as held to maturity, BancShares has the ability and the positive intent to hold those investments until maturity. These securities are stated at cost adjusted for amortization of premium and accretion of discount. Accreted discounts and amortized premiums are included in interest income on an effective yield basis.

Investment securities available for sale are carried at their fair value with unrealized gains and losses, net of deferred income taxes, recorded as a component of other comprehensive income within shareholders’ equity. Gains and losses realized from sales of available-for-sale securities are determined on a specific identification basis. Generally, investment securities available for sale with a fair value that has been continuously less than 80 percent of cost for more than two quarters are deemed to be other than temporarily impaired, and the investment is written down to its fair value.

At December 31, 2003 and 2002, BancShares had no investment securities held for trading purposes.

Overnight Investments

Overnight investments include federal funds sold and interest-bearing demand deposit balances in other banks.

44

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Loans

Loans that are held for investment purposes are carried at the principal amount outstanding. Loans that are classified as held for sale are carried at the lower of aggregate cost or fair value. Interest on substantially all loans is accrued and credited to interest income on a constant yield basis based upon the daily principal amount outstanding.

Loan Fees

Fees collected and certain costs incurred related to loan originations are deferred and amortized as an adjustment to interest income over the life of the related loans. Deferred fees and costs are recorded as an adjustment to loans outstanding using a method that approximates a constant yield.

Mortgage Servicing Rights

There are no capitalized mortgage servicing rights outstanding at December 31, 2003 and 2002.

Reserve for Loan Losses

The reserve for loan losses is established by charges to operating expense. To determine the reserve needed, management evaluates the risk characteristics of the loan portfolio under current economic conditions and considers such factors as the financial condition of the borrower, fair value of collateral and other items that, in management’s opinion, deserve current recognition in estimating credit losses.

Management considers the established reserve adequate to absorb probable losses that relate to loans outstanding as of December 31, 2003, although future additions to the reserve may be necessary based on changes in economic and other conditions. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review BancShares’ reserve for loan losses. Such agencies may require adjustments to the reserve based on their judgments of information available to them at the time of their examination.

Nonaccrual Loans, Impaired Loans and Other Real Estate

Accrual of interest on certain residential mortgage loans is discontinued when the loan is more than three payments past due. Accrual of interest on all other loans is discontinued when management deems that collection of additional principal or interest is doubtful. Residential mortgage loans return to an accrual status when the loan balance is less than three payments past due. Other loans are returned to an accrual status when both principal and interest are current and the loan is determined to be performing in accordance with the applicable loan terms.

Management considers a loan to be impaired when based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to contractual terms of the loan agreement. Impaired loans are valued using either the discounted expected cash flow method using the loan’s original effective interest rate or the collateral value. When the ultimate collectibility of an impaired loan’s principal is doubtful, all cash receipts are applied to principal. Once the recorded principal balance has been reduced to zero, future cash receipts are applied to interest income, to the extent that any interest has been foregone.

Other real estate is valued at the lower of the loan balance at the time of foreclosure or estimated fair value net of selling costs and is included in other assets. Once acquired, other real estate is periodically reviewed to ensure that the fair value of the property supports the carrying value, with writedowns recorded when necessary. Gains and losses resulting from the sale or writedown of other real estate and income and expenses related to the operation of other real estate are recorded in other expense.

45

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation and amortization are computed by the straight-line method and are charged to operations over the estimated useful lives of the assets, which range from 25 to 40 years for premises and three to 10 years for furniture and equipment. Leasehold improvements are amortized over the terms of the respective leases or the useful lives of the improvements, whichever is shorter. Gains and losses on dispositions are recorded in other expense. Maintenance and repairs are charged to occupancy expense or equipment expense as incurred.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Subsequent to the adoption of Statement of Financial Accounting Standards (SFAS) No. 142 Accounting for Goodwill (Statement 142) on January 1, 2002, goodwill is not subject to amortization but is instead tested at least annually for impairment. Under the provisions of SFAS No. 147 Acquisition of Certain Financial Institutions (Statement 147), which was adopted during 2002, amounts previously recorded as other intangible assets have been reclassified as goodwill and are now subject to the annual impairment testing provisions of Statement 142.

Other intangible assets with estimable lives are amortized on a straight-line basis over their estimated useful lives, which are periodically reviewed for reasonableness.

Prior to the adoption of Statement 142, goodwill and intangible assets were amortized over their estimated useful lives, over periods of up to 15 years.

Income Taxes

Income tax expense is based on consolidated income before income taxes and generally differs from income taxes paid due to deferred income taxes and benefits arising from income and expenses being recognized in different periods for financial and income tax reporting purposes. BancShares uses the asset and liability method to account for deferred income taxes. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the income tax basis of BancShares’ assets and liabilities at enacted rates expected to be in effect when such amounts are realized or settled. BancShares and its subsidiaries file a consolidated federal income tax return. BancShares and its subsidiaries each file separate state income tax returns except in those states where unitary filing is required.

Per Share Data

Net income per share has been computed by dividing net income by the weighted average number of both classes of common shares outstanding during each period. The weighted average number of shares outstanding for 2003, 2002 and 2001 was 10,452,523; 10,478,843; and 10,507,289, respectively. BancShares had no potential common stock outstanding in any period.

Cash dividends per share apply to both Class A and Class B common stock. Shares of Class A common stock carry one vote per share, while shares of Class B common stock carry 16 votes per share.

Comprehensive Income

Accumulated other comprehensive income consists entirely of unrealized gains (losses) on investment securities available for sale.

46

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

The tax effects of the components of other comprehensive income included in the consolidated statements of income are as follows for the years ended December 31:

	2003		2002		2001
Unrealized gains arising during the period	$	1,439	$	801	$	2,226
Less: reclassifiation adjustments for gains included in net income		122		129		637
Total tax effect	$	1,317	$	672	$	1,589

Current Accounting and Regulatory Issues

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations (Statement 143). Statement 143 requires us to record the fair value of an asset retirement obligation as a liability in the period in which we incur a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. Statement 143 also requires us to record a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. We adopted Statement 143 on January 1, 2003. The adoption of Statement 143 did not have a material impact on our consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections (Statement 145). Statement 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary. Statement 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The adoption of Statement 145 for transactions occurring after May 15, 2002 did not have a material effect on our consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (Statement 146), which becomes effective prospectively for exit or disposal activities initiated after December 31, 2002. Under Statement 146, we will record a liability for a cost associated with an exit or disposal activity when that liability is incurred and can be measured at fair value. In periods after initially recording a liability, we will adjust the liability to reflect revisions to the expected timing or amount of estimated cash flows, discounted at the appropriate interest rate originally used to measure the liability. Statement 146 also establishes accounting standards for employee and contract termination costs. The impact from the adoption of Statement 146 is dependent on the nature and extent of exit and disposal activities.

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34 (Interpretation 45). Interpretation 45 elaborates on the disclosures to be made by a guarantor in its financial statements about its obligations under guarantees issued. Interpretation 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of Interpretation 45, which applies to guarantees issued or modified after December 31, 2002, did not have a material effect on our financial statements. The disclosure requirements were effective for financial statements of interim and annual periods ending after December 15, 2002.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123 (Statement 148). Statement 148 provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual

47

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

and interim financial statements. Certain of the disclosure modifications were required for fiscal years ending after December 15, 2002. As we currently have no stock-based compensation, the adoption of Statement 148 did not have a material impact on our consolidated financial statements.

In January 2003, the FASB issued and subsequently amended Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (Interpretation 46). Interpretation 46 addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. Interpretation 46 applied immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. BancShares has no investments in variable interest entities that require consolidation under Interpretation 46. However, the application of Interpretation 46 resulted in the de-consolidation of two grantor trusts that issued the trust preferred capital securities reported in our consolidated financial statements prior to December 31, 2003. Effective December 31, 2003, we discontinued the consolidation of the issuing entities and began reporting the junior subordinated debentures that BancShares had issued in exchange for the proceeds that resulted from the issuance of the capital trust securities. The capital trust securities that were previously reported and the junior subordinated debentures that were reported effective December 31, 2003, are classified as long-term obligations. The impact of this change did not have a material effect on our consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (Statement 149), which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement is effective for contracts entered into or modified after June 30, 2003, except certain hedging relationships designated after June 30, 2003, as defined in Statement 149. In addition, except as defined in Statement 149, all provisions of Statement 149 should be applied prospectively. The adoption of Statement 149 did not have a material impact on the consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Statement 150). Statement 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Statement 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. Statement 150 is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of Statement 150 did not have a material impact on the consolidated financial statements.

In December 2003, the FASB issued SFAS No. 132 (revised), Employers’ Disclosures about Pensions and Other Postretirement Benefits (Statement 132). Statement 132 prescribes employers’ disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. Statement 132 retains and revises the disclosure requirements contained in the original statement. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. Statement 132 is effective for fiscal years ending after December 15, 2003. The disclosures made elsewhere in this report conform to the requirements of Statement 132.l

During December 2003, the SEC staff publicly announced its plan to issue guidance that would require recognition of issued loan commitments as written options under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (as amended). This treatment would create a liability for the life of the loan commitment. Until official guidance is issued, the potential impact of this proposal is unknown.

Management is not aware of any current recommendations by regulatory authorities that, if implemented, would have or would be reasonably likely to have a material effect on liquidity, capital ratios or results of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

NOTE B—INVESTMENT SECURITIES

The aggregate values of investment securities at December 31 along with gains and losses determined on an individual security basis are as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investment securities held to maturity
2003
U. S. Government	$	1,224,548	$	6,766	$	272	$	1,231,042
State, county and municipal		1,919		177		—		2,096
Other		250		—		—		250
Total investment securities held to maturity	$	1,226,717	$	6,943	$	272	$	1,233,388
2002
U. S. Government	$	2,415,284	$	19,404	$	50	$	2,434,638
State, county and municipal		2,039		168		—		2,207
Other		260		—		—		260
Total investment securities held to maturity	$	2,417,583	$	19,572	$	50	$	2,437,105
Investment securities available for sale
2003
U. S. Government	$	1,182,223	$	1,715	$	6,077	$	1,177,861
Equity securities		35,318		22,016		79		57,255
State, county and municipal		7,592		45		23		7,614
Total investment securities available for sale	$	1,225,133	$	23,776	$	6,179	$	1,242,730
2002
U. S. Government	$	65,441	$	268	$	—	$	65,709
Equity securities		41,316		15,403		1,364		55,355
State, county and municipal		592		1		4		589
Total investment securities available for sale	$	107,349	$	15,672	$	1,368	$	121,653

Equity securities include investments in the Federal Home Loan Bank of Atlanta (FHLB) totaling $25,436 and $24,874, respectively, at December 31, 2003 and 2002. These investments are required for membership in the FHLB by FCB, ASB and FCB-NA. The amount of the investment is periodically updated based on a formula established by the FHLB. Equity securities also include investments in the Federal Reserve Bank of Richmond by FCB-NA totaling $423 for December 31, 2003 and 2002.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

The following table provides maturity information for investment securities at December 31. Callable securities are assumed to mature on their earliest call date.

	2003				2002
	Cost		Fair Value		Cost		Fair Value
Investment securities held to maturity
Maturing in:
One year or less	$	972,621	$	976,638	$	1,643,887	$	1,652,024
One through five years		235,245		237,034		745,418		755,512
Five to 10 years		203		217		485		501
Over 10 years		18,648		19,499		27,793		29,068
Total investment securities held to maturity	$	1,226,717	$	1,233,388	$	2,417,583	$	2,437,105
Investment securities available for sale
Maturing in:
One year or less	$	879,806	$	876,475	$	45,245	$	45,353
One through five years		295,422		294,416		20,478		20,637
Five to 10 years		3,394		3,412		165		163
Over 10 years		11,193		11,172		145		145
Equity securities		35,318		57,255		41,316		55,355
Total investment securities available for sale	$	1,225,133	$	1,242,730	$	107,349	$	121,653

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

The amount of securities gains (losses) reported includes the following:

	Year Ended December 31,
	2003			2002			2001
Gains on sales of investment securities available for sale	$	1,515		$	428		$	7,189
Losses on sales of investment securities available for sale		(231	)		—			—
Other than temporary impairment losses		(980	)		(1,521	)		—
Gains on calls of callable securities		5			12			—
Total securities gains (losses)	$	309		$	(1,081	)	$	7,189

The following table provides additional information regarding unrealized losses as of December 31, 2003, none of which relate to securities that are deemed to be other than temporarily impaired.

	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Investment securities held to maturity:
U.S. Government	$	96,567	$	220	$	379	$	52	$	96,946	$	272
State, county and municipal		—		—		—		—		—		—
Other		—		—		—		—		—		—
Total	$	96,567	$	220	$	379	$	52	$	96,946	$	272
Investment securities available for sale:
U.S. Government	$	725,653	$	6,077	$	—	$	—	$	725,653	$	6,077
Equity securities		345		33		414		46		759		79
State, county and municipal		2,469		22		52		1		2,521		23
Total	$	728,467	$	6,132	$	466	$	47	$	728,933	$	6,179

Investment securities having an aggregate carrying value of $1,639,877 at December 31, 2003 and $1,501,471 at December 31, 2002, were pledged as collateral to secure public funds on deposit, to secure certain short-term borrowings and for other purposes as required by law.

NOTE C—LOANS

Loans outstanding at December 31 include the following:

	2003		2002
Loans secured by real estate:
Construction and land development	$	854,660	$	799,278
Commercial mortgage		2,347,792		2,035,646
Residential mortgage		904,082		1,058,082
Revolving mortgage		1,598,603		1,335,024
Other real estate mortgage loans		160,043		150,226
Total loans secured by real estate		5,865,180		5,378,256
Commercial and industrial		929,039		925,775
Consumer		1,303,718		1,154,280
Lease financing		160,390		141,372
All other loans		68,271		20,580
Total loans	$	8,326,598	$	7,620,263

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FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

There were no foreign loans outstanding during either period, nor were there any loans to finance highly leveraged transactions. There are no loan concentrations exceeding ten percent of loans outstanding involving multiple borrowers in similar activities or industries at December 31, 2003. Substantially all loans are to customers domiciled within BancShares’ principal market areas.

At December 31, 2003 loans totaling $386,665 were pledged to secure borrowings, compared to $308,189 at December 31, 2002.

At December 31, 2003 and 2002 nonperforming loans consisted of nonaccrual loans of $18,190 and $15,521, respectively. Gross interest income on nonperforming loans that would have been recorded had these loans been performing was $1,182, $1,190 and $1,060, respectively, during 2003, 2002 and 2001. Interest income recognized on nonperforming loans was $356, $753 and $333 during the respective periods. As of December 31, 2003 and 2002, the balance of other real estate acquired through foreclosure was $5,949 and $7,330. Loans transferred to other real estate totaled $4,112, $5,694 and $7,523 during 2003, 2002 and 2001.

During 2001, to limit its exposure to changes in interest rates, BancShares began originating much of its residential mortgage loan production through correspondent mortgage banks. Prior to that time, mortgage originations were either carried in the portfolio or were originated for sale through the secondary mortgage market. Loan sale activity for 2003, 2002 and 2001 is summarized below:

	2003		2002		2001
Loans held for sale at December 31	$	11,520	$	3,224	$	—
For the year ended December 31:
Loans sold		930,302		761,731		612,013
Net gain on sale of loans		7,166		3,745		2,101

There were no capitalized mortgage servicing rights during 2003 or 2002.

NOTE D—RESERVE FOR LOAN LOSSES

Activity in the reserve for loan losses is summarized as follows:

	2003			2002			2001
Balance at the beginning of year	$	112,533		$	107,087		$	102,655
Reserves released from sale of loans		—			—			(777	)
Acquired reserve		409			—			—
Provision for loan losses		24,187			26,550			24,134
Loans charged off		(21,658	)		(24,940	)		(22,292	)
Loans recovered		3,886			3,836			3,367
Net charge-offs		(17,772	)		(21,104	)		(18,925	)
Balance at the end of year	$	119,357		$	112,533		$	107,087

At December 31, 2003 and 2002, impaired loans totaled $12,692 and $9,344, respectively, all of which were classified as nonaccrual. Total reserves of $1,838 and $2,136 have been established for impaired loans outstanding as December 31, 2003 and 2002, respectively. The average recorded investment in impaired loans during the years ended December 31, 2003, 2002 and 2001, was $10,541, $10,134 and $6,386, respectively. For the years ended December 31, 2003, 2002 and 2001, BancShares recognized cash basis interest income on those impaired loans of $211, $566 and $102, respectively.

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FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

NOTE E—PREMISES AND EQUIPMENT

Major classifications of premises and equipment at December 31 are summarized as follows:

	2003		2002
Land	$	128,451	$	114,645
Premises and leasehold improvements		428,307		394,746
Furniture and equipment		237,316		235,963
Total		794,074		745,354
Less accumulated depreciation and amortization		254,458		238,087
Net book value	$	539,616	$	507,267

There were no premises pledged to secure borrowings at December 31, 2003 and 2002.

BancShares leases certain premises and equipment under various lease agreements that provide for payment of property taxes, insurance and maintenance costs. Generally, operating leases provide for one or more renewal options on the same basis as current rental terms. However, certain leases require increased rentals under cost of living escalation clauses. Certain of the leases also provide purchase options.

Future minimum rental commitments for noncancellable operating leases with initial or remaining terms of one or more years consisted of the following at December 31, 2003:

Year Ending December 31:
2004	$	11,297
2005		9,958
2006		8,440
2007		6,548
2008		5,608
Thereafter		52,231
Total minimum payments	$	94,082

Total rent expense for all operating leases amounted to $14,468 in 2003, $12,845 in 2002 and $13,407 in 2001, net of rent income, which totaled $1,723, $1,859 and $1,887 during 2003, 2002 and 2001.

NOTE F—DEPOSITS

Deposits at December 31 are summarized as follows:

	2003		2002
Demand	$	2,178,897	$	1,857,576
Checking With Interest		1,492,645		1,375,726
Money market accounts		2,662,174		2,587,777
Savings		706,851		648,207
Time		3,670,765		3,970,334
Total deposits	$	10,711,332	$	10,439,620

Time deposits with a minimum denomination of $100 totaled $1,090,802 and $1,063,231 at December 31, 2003 and 2002, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

At December 31, 2003, the scheduled maturities of time deposits were:

2004	$	2,805,405
2005		410,761
2006		175,672
2007		119,150
2008		159,689
Thereafter		88
Total time deposits	$	3,670,765

NOTE G—SHORT-TERM BORROWINGS

Short-term borrowings at December 31 are as follows:

	2003		2002
Master notes	$	190,978	$	239,718
Repurchase agreements		136,756		166,201
Federal funds purchased		38,300		30,980
Notes payable to Federal Home Loan Bank of Atlanta		50,000		—
Other		14,157		25,728
Total short-term borrowings	$	430,191	$	462,627

At December 31, 2003, BancShares and its subsidiaries had unused credit lines allowing access of up to $475,000 on an unsecured basis. These included overnight borrowings. Additionally, under various borrowing arrangements with the Federal Reserve and the Federal Home Loan Bank of Atlanta, BancShares and its subsidiaries have access, on a secured basis, to additional borrowings as needed.

NOTE H—LONG-TERM OBLIGATIONS

Long-term obligations at December 31 include:

	2003		2002
Junior subordinated debentures at 8.05 percent maturing March 5, 2028	$	154,640	$	—
Junior subordinated debentures at 8.40 percent maturing October 31, 2031		103,093		—
Trust preferred capital securities at 8.05 percent maturing March 5, 2028		—		150,000
Trust preferred capital securities at 8.40 percent maturing October 31, 2031		—		100,000
Obligations to the Federal Home Loan Bank maturing December 17, 2007 at a fixed rate of 3.44 percent, secured by Mortgage loans		25,000		—
Unsecured fixed rate notes payable:
8.00 percent maturing February 23, 2005		2,178		2,178
7.50 percent note due in annual installments maturing March 1, 2005		285		585
7.50 percent note maturing March 1, 2006		375		375
Obligations under capital leases extending to January 2013		3,489		—
Other		217		271
Total long-term obligations	$	289,277	$	253,409

The 8.05 percent trust preferred capital securities issued in 1998 (the “1998 Preferred Securities”) were issued by FCB/NC Capital Trust I, which, until December 31, 2003, was accounted for as a consolidated finance subsidiary of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

BancShares. The proceeds from the issuance of the 1998 Preferred Securities were invested in the 1998 Junior Subordinated Debenture issued by BancShares, and that investment became the sole asset of the trust. The 1998 Preferred Securities currently qualify as Tier 1 capital for regulatory capital adequacy requirements for BancShares. BancShares may redeem the 1998 Preferred Securities in whole or in part after March 1, 2008.

The 8.40 percent trust preferred capital securities issued in 2001 (the “2001 Preferred Securities”) were issued by FCB/NC Capital Trust II, which, until December 31, 2003, was accounted for as a consolidated finance subsidiary of BancShares. The proceeds from the issuance of the 2001 Preferred Securities were invested in the 2001 Junior Subordinated Debenture issued by BancShares, and that investment became the sole asset of the trust. The 2001 Preferred Securities currently qualify as Tier 1 capital for regulatory capital adequacy requirements for BancShares. BancShares may redeem the 2001 Preferred Securities in whole or in part on or after October 31, 2006.

On December 31, 2003, BancShares adopted the provisions of the FASB’s Financial Interpretation No. 46 (FIN 46) for financial accounting purposes. Under the provisions of FIN 46, BancShares discontinued the consolidation of FCB/NC Capital Trust I and FCB/NC Capital Trust II within its consolidated financial statements. Therefore, effective December 31, 2003, the consolidated balance sheet includes the junior subordinated debentures but not the trust preferred securities. However, except for accounting treatment, the relationship between BancShares, FCB/NC Capital Trust I and FCB/NC Capital Trust II has not changed. FCB/NC Capital Trust I and FCB/NC Capital Trust II continue to be wholly-owned finance subsidiaries of BancShares, and the full and unconditional guarantee of BancShares for the repayment of the trust preferred securities remains in effect.

Long-term obligations maturing in each of the five years subsequent to December 31, 2003 include:

2004	$	861
2005		3,364
2006		1,041
2007		25,147
2008		160
Thereafter		258,704
	$	289,277

NOTE I—COMMON STOCK

The following table provides information related to shares purchased pursuant to authorizations for the years ended December 31:

	2003		2002		2001
Class A
Number of shares purchased		35,999		2,485		16,300
Cash disbursed	$	3,565	$	263	$	1,423
Class B
Number of shares purchased		950		7,677		23,080
Cash disbursed	$	87	$	751	$	2,072

Stock purchases are recorded by a charge to common stock for the par value of the shares retired and to retained earnings for the cost in excess of par value.

On October 27, 2003 the Board of Directors of BancShares authorized the purchase in the open market or in private transactions of up to 300,000 shares of its outstanding Class A common stock and up to 100,000 shares of its outstanding Class B common stock. The authorization is effective for a period of 12 months. During 2002 and 2001 the Board of Directors of BancShares had made similar authorizations to repurchase shares of BancShares stock.

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FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

NOTE J—ESTIMATED FAIR VALUES

Fair value estimates are made at a specific point in time based on relevant market information and information about each financial instrument. Where information regarding the fair value of a financial instrument is available, those values are used, as is the case with investment securities and residential mortgage loans. In these cases, an open market exists in which those financial instruments are actively traded.

Because no market exists for many financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. For these financial instruments with a fixed interest rate, an analysis of the related cash flows was the basis for estimating fair values. The expected cash flows were then discounted to the valuation date using an appropriate discount rate. The discount rates used represent the rates under which similar transactions would be currently negotiated. Generally, the fair value of variable rate financial instruments equals the book value.

	December 31, 2003				December 31, 2002
	Carrying Value		Fair Value		Carrying Value		Fair Value
Cash and due from banks	$	790,168	$	790,168	$	811,657	$	811,657
Overnight investments		294,405		294,405		623,570		623,570
Investment securities held to maturity		1,226,717		1,233,388		2,417,583		2,437,105
Investment securities available for sale		1,242,730		1,242,730		121,653		121,653
Loans, net of reserve for loan losses		8,207,241		8,562,526		7,507,730		7,591,598
Income earned not collected		41,929		41,929		46,959		46,959
Deposits		10,711,332		10,761,559		10,439,620		10,592,340
Short-term borrowings		430,191		430,191		462,627		462,627
Long-term obligations		289,277		306,836		253,409		258,277
Accrued interest payable		28,593		28,593		36,755		36,755

No forward commitments to sell loans existed at December 31, 2003 or 2002. For other off-balance sheet commitments and contingencies, carrying amounts are reasonable estimates of the fair values for such financial instruments. Carrying amounts include unamortized fee income and, in some cases, reserves for any credit losses from those financial instruments. These amounts are not material to BancShares’ financial position.

NOTE K—EMPLOYEE BENEFIT PLANS

BancShares sponsors two employee benefit plans for the benefit of its qualifying employees: a noncontributory defined benefit pension plan and a 401(k) Savings Plan. Both of the plans are qualified under the Internal Revenue Code.

Defined Benefit Pension Plan

Employees who qualify under length of service and other requirements participate in a noncontributory defined benefit pension plan. Under the plan, retirement benefits are based on years of service and average earnings. The policy is to fund amounts approximating the maximum amount that is deductible for federal income tax purposes. BancShares contributed $35,000 in 2003, $8,487 in 2002 and $1,343 in 2001 to the plan. The plan’s assets consist of investments in FCB’s common trust funds, which include listed common stocks and fixed income securities, as well as investments in mid-cap and small-cap stocks through unaffiliated money managers.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Benefit Obligations

The following table calculates the projected benefit obligation at December 31, 2003 and 2002:

	2003			2002
Benefit obligation at beginning of year	$	209,555		$	178,666
Service cost		9,911			8,316
Interest cost		14,042			13,035
Actuarial loss		18,397			18,720
Transfer to affiliated banks		(445	)		(1,790	)
Benefits paid		(8,940	)		(7,392	)
Benefit obligation at end of year	$	242,520		$	209,555

The accumulated benefit obligation for the plan at December 31, 2003 and 2002 was $183,994 and $158,478, respectively. The plan uses a measurement date of December 31.

The weighted average assumptions used to determine the benefit obligations as of December 31 are as follows:

	2003		2002
Discount rate	6.00	%	6.50	%
Rate of compensation increase	4.75	%	4.75	%

Plan Assets

The following table describes the changes in plan assets during 2003 and 2002. Employer contributions and benefits paid include only those amounts contributed directly to or paid directly from plan assets.

	2003			2002
Fair value of plan assets at beginning of year	$	158,069		$	170,178
Actual return on plan assets		35,826			(11,155	)
Employer contributions		35,000			8,487
Transfer to affiliated banks		(605	)		(2,049	)
Benefits paid		(8,940	)		(7,392	)
Fair value of plan assets at end of year	$	219,350		$	158,069

The following table describes the actual allocation of plan assets as of December 31, 2003 and 2002 and the projected allocation for 2004. The expected long-term rate of return on plan assets was 8.00% at December 31, 2003 and 8.50% at December 31, 2002.

			Actual, December 31,
	2004 Target		2003		2002
Equity securities	55	%	58	%	49	%
Debt securities	45	%	41	%	45	%
Cash and equivalents	—		1	%	6	%
Total	100	%	100	%	100	%

Investment decisions regarding the plan’s assets seek to achieve a favorable annual return through a diversified portfolio that will provide needed capital appreciation and cash flow to allow both current and future benefit obligations to be paid. The target asset mix may change if the objectives for the plan’s assets or risk tolerance change or if a major shift occurs in the expected long-term risk and reward characteristics of one or more asset classes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Funded Status

	December 31,
	2003			2002
Fair value of plan assets	$	219,350		$	158,069
Benefit obligation		242,520			209,555
Funded status		(23,170	)		(51,486	)
Amounts not yet recognized:
Unrecognized net loss		33,015			36,590
Unrecognized prior service cost		276			429
Net asset (liability) recognized	$	10,121		$	(14,467	)
Prepaid benefit cost	$	10,121		$	—
Accrued benefit cost		—			(14,467	)
Net asset (liability) recognized	$	10,121		$	(14,467	)

The following table shows, at December 31, 2003 and 2002, the projected benefit obligation, the accumulated benefit obligation and the fair value of plan assets for a pension plan with a projected benefit obligation in excess of plan assets and for a pension plan with an accumulated benefit obligation in excess of plan assets:

	Projected Benefit Obligation Exceeds Fair Value of Plan Assets at December 31,				Accumulated Benefit Obligation Exceeds Fair Value of Plan Assets at December 31,
	2003		2002		2003		2002
Projected benefit obligation	$	242,520	$	209,555	$	—	$	209,555
Accumulated benefit obligation		183,994		158,478		—		158,478
Fair value of plan assets		219,350		158,069		—		158,069

Net Periodic Cost

The following table shows the components of periodic benefit cost related to the pension plan for the years ended December 31, 2003, 2002 and 2001.

	2003			2002			2001
Components of net periodic benefit cost
Service cost	$	9,911		$	8,316		$	6,988
Interest cost		14,042			13,035			11,883
Expected return on assets		(14,411	)		(13,577	)		(12,753	)
Amortization of prior service cost		154			154			154
Amortization of net actuarial loss		716			—			—
Amortization of transition asset		—			(1,165	)		(1,228	)
Total net periodic benefit cost		10,412			6,763			5,044
Settlement cost		—			—			—
Curtailment cost		—			—			—
Total net periodic benefit cost	$	10,412		$	6,763		$	5,044

The weighted average assumptions used to determine the net periodic benefit cost for the years ended December 31, 2003, 2002 and 2001 are as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

	2003		2002		2001
Discount rate	6.50	%	7.00	%	7.25	%
Rate of compensation increase	4.75	%	4.75	%	4.75	%
Expected return on plan assets	8.00	%	8.50	%	8.50	%

401(k) Savings Plan

Employees are also eligible to participate in a 401(k) plan after 31 days of service. The 401(k) plan allows associates to defer portions of their salary. Based on the employee’s contribution, BancShares will match up to 75% of the employee contribution. BancShares made participating contributions of $5,532, $5,474 and $5,327 during 2003, 2002 and 2001, respectively.

NOTE L—NONINTEREST INCOME AND NONINTEREST EXPENSE

Commission-based income includes commissions from broker-dealer activities of $15,387, $14,000 and $12,585, respectively, for 2003, 2002 and 2001.

Other noninterest expense for the years ended December 31 consisted of the following:

	2003		2002		2001
Cardholder and merchant services expense	$	24,119	$	22,123	$	19,514
Telecommunications expense		11,455		10,753		11,052
Postage expense		8,826		8,242		8,055
Advertising expense		7,566		7,520		6,928
Legal expense		5,851		5,063		3,713
Consultant expense		3,747		2,543		3,470
Amortization of intangibles		2,583		2,803		11,585
Other		62,414		60,629		64,920
Total other noninterest expense	$	126,561	$	119,676	$	129,237

NOTE M—INCOME TAXES

At December 31, income tax expense consisted of the following:

	2003			2002			2001
Current tax expense
Federal	$	30,969		$	47,078		$	49,191
State		5,291			2,301			2,290
Total current tax expense		36,260			49,379			51,481
Deferred tax expense (benefit)
Federal		8,915			1,469			(453	)
State		(3,761	)		(61	)		(223	)
Total deferred tax expense (benefit)		5,154			1,408			(676	)
Total tax expense	$	41,414		$	50,787		$	50,805

59

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Income tax expense differed from the amounts computed by applying the federal income tax rate of 35 percent in each period to pretax income as a result of the following:

	2003			2002			2001
Income tax at statutory rates	$	40,810		$	50,240		$	48,210
Increase (reduction) in income taxes resulting from:
Amortization of goodwill		—			—			1,785
Nontaxable income on loans and investments, net of nondeductible expenses		(714	)		(883	)		(991	)
State and local income taxes, including change in valuation allowance, net of federal income tax benefit		996			1,456			1,344
Other, net		322			(26	)		457
Total tax expense	$	41,414		$	50,787		$	50,805

The net deferred tax asset included the following components at December 31:

	2003		2002
Reserve for loan losses	$	46,247	$	43,051
Deferred compensation		5,956		5,682
State operating loss carryforward		939		1,285
Other		3,411		2,775
Gross deferred tax asset		56,553		52,793
Less valuation allowance		1,339		3,457
Deferred tax asset		55,214		49,336
Accelerated depreciation		7,431		8,769
Lease financing activities		14,079		10,649
Net pension asset (liability)		3,996		(5,548	)
Unrealized gain on investment securities available for sale		6,965		5,648
Net deferred loan fees and costs		4,309		2,592
Other		3,863		2,124
Deferred tax liability		40,643		24,234
Net deferred tax asset	$	14,571	$	25,102

The valuation allowance of $1,339 and $3,457 at December 31, 2003 and 2002, respectively, is the amount necessary to reduce BancShares’ gross state deferred tax asset to the amount that is more likely than not to be realized. Remaining deferred tax assets are more likely than not to be realized due to taxable income in prior years that is available through carryback and future taxable income.

NOTE N—RELATED PARTY TRANSACTIONS

BancShares, FCB and ASB have had, and expect to have in the future, banking transactions in the ordinary course of business with several directors, officers and their associates (Related Parties), on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others.

An analysis of changes in the aggregate amounts of loans to Related Parties for the year ended December 31, 2003 is as follows:

Balance at beginning of year	$	36,582
New loans		472
Repayments		(12,153	)
Balance at end of year	$	24,901

60

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

In addition to these outstanding loan balances there is $15,392 available to Related Parties in unfunded loan commitments.

BancShares provides certain processing and operational services to other financial institutions. Certain of these institutions are deemed to be Related Parties since significant shareholders of BancShares are also deemed to be significant shareholders of the other banks. During 2003, 2002 and 2001, BancShares received $20,036, $18,565 and $17,273, respectively, for services rendered to these Related Parties, substantially all of which is included in fees from processing services and relates to data processing services.

During 2003, BancShares sold several of its branch offices to a Related Party. Income from sale of branches includes gains of $5,710 recognized on the sale of these branches.

Other expense includes $4,897, $4,300 and $3,624 in legal expense incurred during 2003, 2002 and 2001, respectively, for the firm that serves as BancShares’ general counsel. The senior attorney of that firm is a Related Party since he is member of BancShares’ board of directors.

Investment securities available for sale includes an investment in a Related Party. This investment had a carrying value of $18,742, $13,804 and $10,272 at December 31, 2003, 2002 and 2001, respectively. For each period, the investment had a cost of $508.

NOTE O—ACQUISITIONS AND DIVESTITURES

BancShares and its subsidiaries have consummated numerous acquisitions in recent years. All of the acquisitions have been accounted for as purchases, with the results of operations not included in BancShares’ Consolidated Statements of Income until after the transaction date. The pro forma impact of the acquisitions as though they had been made at the beginning of the periods presented is not material to BancShares’ consolidated financial statements.

The following table provides information regarding the acquisitions and divestitures of branches that have been consummated during the three-year period ended December 31, 2003:

Year	Transaction	Assets1			Deposits			Intangible
2003	Purchase of two branches by First Citizens Bank	$	76,687		$	67,887		$	9,063
2003	Sale of four branches by First Citizens Bank2		(32,631	)		(114,727	)		(1,820	)
2002	Purchase of two branches by First Citizens Bank		4,448			24,285			2,574
2001	Purchase of two branches by First Citizens Bank		12,014			50,493			3,905

¹ Excludes the transfer of cash

² Sale of offices to a related party; see Note N

NOTE P—GOODWILL AND INTANGIBLE ASSETS

On January 1, 2002, BancShares fully adopted the provisions of Statement of Financial Accounting Standards No. 142 (Statement 142), which provides guidance for the accounting for goodwill and intangible assets. Statement 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized, but instead tested for impairment at least annually. Statement 142 also requires that intangible assets with estimated useful lives be amortized over their respective estimated useful lives to their estimated residual values and be reviewed for impairment in accordance with existing accounting guidance. Certain provisions of Statement 142 were effective on July 1, 2001.

BancShares also adopted the provisions of Statement of Financial Accounting Standards No. 147 (Statement 147) during 2002. Statement 147 established specific accounting standards for the purchase of branch offices by financial institutions. The adoption of Statement 147 resulted in the reclassification of $54,524 from intangible assets to goodwill.

61

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

In accordance with the provisions of Statement 142, BancShares discontinued the amortization of goodwill effective January 1, 2002. Set forth below is a summary of goodwill activity during 2003 and 2002:

	2003			2002
Balance, January 1	$	97,362		$	41,240
Reclassification pursuant to adoption of Statement 147		—			54,524
Goodwill generated by branch purchases		6,529			1,598
Goodwill written off due to sale of branches		(1,820	)		—
Balance, December 31	$	102,071		$	97,362

The following information relates to other intangible assets, all of which are being amortized over their estimated useful lives:

	2003			2002
Balance, January 1	$	13,977		$	70,328
Reclassification pursuant to adoption of Statement 147		—			(54,524	)
Intangible generated by branch purchases		2,534			976
Amortization		(2,583	)		(2,803	)
Balance, December 31	$	13,928		$	13,977

Based on current estimated useful lives and current carrying values, BancShares anticipates amortization expense for intangible assets in subsequent periods to be:

2004	$2,310
2005	2,234
2006	2,089
2007	1,913
2008	1,820
Beyond 2008	3,562

The following table describes the impact of the adoption of Statements 142 and 147 on net income and net income per share:

	Year ended December 31
	2003		2002		2001
Net income	$	75,187	$	92,756	$	86,936
Addition of goodwill amortization		—		—		5,100
Addition of amortization for intangible assets reclassified to goodwill under Statement 147		—		—		4,990
Adjusted net income	$	75,187	$	92,756	$	97,026
Net income per share	$	7.19	$	8.85	$	8.27
Addition of goodwill amortization		—		—		0.49
Addition of amortization for intangible assets reclassified to goodwill under Statement 147		—		—		0.47
Adjusted net income per share	$	7.19	$	8.85	$	9.23

62

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

NOTE Q—REGULATORY REQUIREMENTS

Various regulatory agencies have implemented guidelines that evaluate capital based on risk-adjusted assets. An additional capital computation evaluates tangible capital based on tangible assets. Minimum capital requirements set forth by the regulators require a Tier 1 capital ratio of no less than 4 percent, a total capital ratio of no less than 8 percent of risk adjusted assets, and a leverage capital ratio of no less than 3 percent of tangible assets. To meet the FDIC’s well-capitalized standards, the Tier 1 and total capital ratios must be at least 6 percent and 10 percent, respectively. Failure to meet minimum capital requirements may result in certain actions by regulators that could have a direct material effect on the consolidated financial statements.

Based on the most recent notifications from its regulators, FCB and ASB are well capitalized under the regulatory framework for prompt corrective action. Management believes that as of December 31, 2003, BancShares, FCB and ASB met all capital adequacy requirements to which they are subject and was not aware of any conditions or events that would affect FCB’s and ASB’s well capitalized status.

Following is an analysis of FCB and ASB capital ratios as of December 31, 2003 and 2002.

	FCB						ASB						Requirement for Well-capitalized Status
	2003			2002			2003			2002
Risk-based capital:
Tier 1 capital	$	855,161		$	842,083		$	172,822		$	147,829
Total capital		953,984			932,628			185,444			158,386
Risk-adjusted assets		7,822,099			7,232,191			1,101,998			874,841
Quarterly average tangible assets		11,124,113			10,827,881			—			—
Adjusted total assets		—			—			1,207,073			1,038,438
Tier 1 risk-based capital ratio		10.93	%		11.64	%		15.68	%		16.90	%	6.00	%
Total risk-based capital ratio		12.20			12.90			16.83			18.10		10.00
Leverage capital ratio		7.69			7.78			14.32			14.24		5.00

The Board of Directors of FCB may declare a dividend on a portion of its undivided profits as it may deem appropriate, subject to the requirements of the FDIC and the General Statutes of North Carolina, without prior regulatory approval. As of December 31, 2003 this amount was $634,647. Dividends declared by FCB amounted to $67,394 in 2003, $67,879 in 2002 and $81,001 in 2001.

BancShares and its banking subsidiaries are subject to certain requirements imposed by state and federal banking statutes and regulations. These regulations require the maintenance of noninterest-bearing reserve balances at the Federal Reserve Bank. Banks are allowed to reduce the required balances by the amount of vault cash. For 2003, the requirements averaged $108,659 for FCB and $3,095 for ASB. Both obligations were fully satisfied by vault cash balances.

NOTE R—COMMITMENTS AND CONTINGENCIES

In the normal course of business, BancShares and its subsidiaries have financial instruments with off-balance sheet risk in order to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit, interest rate or liquidity risk.

Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. Established credit standards control the credit-risk exposure associated with these commitments. In some cases, BancShares requires that collateral be pledged to secure the commitment. At December 31, 2003 and 2002, BancShares had unused commitments totaling $4,441,511 and $4,128,915 respectively.

63

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

Standby letters of credit are commitments guaranteeing performance of a customer to a third party. Those guarantees are issued primarily to support public and private borrowing arrangements. In order to minimize its exposure, BancShares’ credit policies also govern the issuance of standby letters of credit. At December 31, 2003 and 2002, BancShares had standby letters of credit amounting to $40,517 and $35,257, respectively.

BancShares and various subsidiaries have been named as defendants in various legal actions arising from their normal business activities in which damages in various amounts are claimed. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, any such liability will not have a material effect on BancShares’ consolidated financial statements.

In January 2004, FCB agreed to purchase land and a nine-story office building in Raleigh, North Carolina for a total price of $29,318. Subject to various conditions being satisfied, the transaction is scheduled to occur during mid-2004.

NOTE S—SEGMENT DISCLOSURES

BancShares conducts its banking operations through its two wholly-owned subsidiaries, FCB and ASB. Although FCB and ASB offer similar products and services to customers, each entity operates in distinct geographic markets and each entity has a separate management group. Additionally, the financial results and trends of ASB reflect the de novo nature of its growth.

FCB is a mature banking institution that operates from a single charter from its branch network in North Carolina, Virginia and West Virginia. ASB began operations in 1997 and operates from a thrift charter in Florida, Georgia and Texas, Arizona and California. ASB’s significance to BancShares’ consolidated financial results continues to grow.

Management has determined that FCB and ASB are reportable business segments. In the aggregate, FCB and its consolidated subsidiaries, which are integral to its branch operation, and ASB account for more than 90 percent of consolidated assets, revenues and net income. The ‘Other’ category in the accompanying table includes activities of the parent company, Neuse, Incorporated, a subsidiary that owns real property used in the banking operation and American Guaranty Insurance Corporation, a property insurance company. For 2002 and 2001, ‘Other’ also includes the entities that issued the outstanding trust preferred securities. For 2003, pursuant to the provisions of FIN 46, those entities were no longer included in the consolidated financial statements.

The adjustments in the accompanying tables represent the elimination of the impact of certain inter-company transactions. The adjustments for interest income and interest expense neutralize the earnings and cost of inter-company borrowings. The adjustments to noninterest income and noninterest expense reflect the elimination of management fees and other service fees paid from one company to another within BancShares’ consolidated group.

64

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

The following table provides selected financial information for BancShares’ reportable business segments:

	2003
	ASB			FCB		Other			Total		Adjustments			Consolidated
Interest income	$	58,232		$	451,434	$	3,149		$	512,815	$	(2,338	)	$	510,477
Interest expense		19,103			109,050		22,722			150,875		(2,338	)		148,537
Net interest income		39,129			342,384		(19,573	)		361,940		—			361,940
Provision for loan losses		2,891			21,296		—			24,187		—			24,187
Net interest income after provision for loan losses		36,238			321,088		(19,573	)		337,753		—			337,753
Noninterest income		5,546			240,269		2,922			248,737		(4,801	)		243,936
Noninterest expense		44,625			421,564		3,700			469,889		(4,801	)		465,088
Income (loss) before income taxes		(2,841	)		139,793		(20,351	)		116,601		—			116,601
Income taxes		(857	)		49,076		(6,805	)		41,414		—			41,414
Net income (loss)	$	(1,984	)	$	90,717	$	(13,546	)	$	75,187	$	—		$	75,187
Period-end assets	$	1,210,271		$	11,281,943	$	1,452,184		$	13,944,398	$	(1,384,490	)	$	12,559,908
	2002
	ASB			FCB		Other			Total		Adjustments			Consolidated
Interest income	$	57,094		$	534,264	$	29,028		$	620,386	$	(24,217	)	$	596,169
Interest expense		24,522			168,936		44,777			238,235		(24,217	)		214,018
Net interest income		32,572			365,328		(15,749	)		382,151		—			382,151
Provision for loan losses		2,890			23,660		—			26,550		—			26,550
Net interest income after provision for loan losses		29,682			341,668		(15,749	)		355,601		—			355,601
Noninterest income		4,959			219,986		118			225,063		(4,768	)		220,295
Noninterest expense		36,539			399,189		1,393			437,121		(4,768	)		432,353
Income (loss) before income taxes		(1,898	)		162,465		(17,024	)		143,543		—			143,543
Income taxes		(615	)		57,460		(6,058	)		50,787		—			50,787
Net income (loss)	$	(1,283	)	$	105,005	$	(10,966	)	$	92,756	$	—		$	92,756
Period-end assets	$	1,039,196		$	11,082,641	$	1,672,899		$	13,794,736	$	(1,562,846	)	$	12,231,890
	2001
	ASB			FCB		Other			Total		Adjustments			Consolidated
Interest income	$	52,455		$	654,096	$	32,790		$	739,341	$	(23,914	)	$	715,427
Interest expense		34,084			295,845		40,495			370,424		(23,914	)		346,510
Net interest income		18,371			358,251		(7,705	)		368,917		—			368,917
Provision for loan losses		4,107			20,027		—			24,134		—			24,134
Net interest income after provision for loan losses		14,264			338,224		(7,705	)		344,783		—			344,783
Noninterest income		4,276			207,569		7,253			219,098		(4,455	)		214,643
Noninterest expense		30,432			388,969		6,739			426,140		(4,455	)		421,685
Income (loss) before income taxes		(11,892	)		156,824		(7,191	)		137,741		—			137,741
Income taxes		(4,254	)		55,849		(790	)		50,805		—			50,805
Net income (loss)	$	(7,638	)	$	100,975	$	(6,401	)	$	86,936	$	—		$	86,936
Period-end assets	$	867,210		$	10,770,847	$	1,702,376		$	13,340,433	$	(1,475,442	)	$	11,864,991

65

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

NOTE T—FIRST CITIZENS BANCSHARES, INC. (PARENT COMPANY)

First Citizens BancShares, Inc.’s principal assets are its investments in and receivables from its subsidiaries. Its sources of income are dividends from subsidiaries and interest income. The Parent Company’s condensed balance sheets as of December 31, 2003 and 2002, and the related condensed statements of income and cash flows for the years ended December 31, 2003, 2002 and 2001 are as follows:

CONDENSED BALANCE SHEETS

	December 31
	2003		2002
Assets
Cash	$	8,086	$	36,199
Investment securities held to maturity		20,095		—
Investment securities available for sale		51,549		95,755
Investment in subsidiaries		1,169,522		1,120,273
Due from subsidiaries		215,223		175,989
Other assets		39,446		45,123
Total assets	$	1,503,921	$	1,473,339
Liabilities and Shareholders’ Equity
Short-term borrowings	$	190,978	$	239,718
Long-term obligations		257,733		257,733
Other liabilities		25,905		8,597
Shareholders’ equity		1,029,305		967,291
Total liabilities and shareholders’ equity	$	1,503,921	$	1,473,339

CONDENSED STATEMENTS OF INCOME

	Year Ended December 31
	2003			2002			2001
Interest income	$	2,975		$	7,598		$	17,952
Interest expense		22,643			23,958			26,728
Net interest income (loss)		(19,668	)		(16,360	)		(8,776	)
Dividends from subsidiaries		67,394			67,879			81,001
Other income		(269	)		(1,072	)		6,888
Other operating expense		1,458			1,379			6,390
Income before income tax benefit and equity in undistributed net income of subsidiaries		45,999			49,068			72,723
Income tax benefit		(7,241	)		(6,338	)		(913	)
Income before equity in undistributed net income of subsidiaries		53,240			55,406			73,636
Equity in undistributed net income of subsidiaries		21,947			37,350			13,300
Net income	$	75,187		$	92,756		$	86,936

66

FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in thousands)

CONDENSED STATEMENTS OF CASH FLOWS

	Year Ended December 31
	2003			2002			2001
OPERATING ACTIVITIES
Net income	$	75,187		$	92,756		$	86,936
Adjustments
Undistributed net income of subsidiaries		(21,947	)		(37,350	)		(13,300	)
Net amortization of premiums and discounts		485			2,329			401
Securities (gains) losses		(306	)		1,081			(7,189	)
Change in other assets		5,677			3,288			1,113
Change in other liabilities		18,689			164			5,143
Net cash provided by operating activities		77,785			62,268			73,104
INVESTING ACTIVITIES
Net change in due from subsidiaries		(39,234	)		(25,002	)		9,249
Purchase of investment securities held to maturity		(5,031	)		—			—
Purchase of investment securities available for sale		(20,095	)		(40,000	)		(95,366	)
Maturities of investment securities held to maturity		—			117,671			39,599
Proceeds from sales of investment securities available for sale		52,351			50,727			13,883
Investment in subsidiaries		(30,000	)		(100,000	)		(34,260	)
Net cash used by investing activities		(42,009	)		3,396			(66,895	)
FINANCING ACTIVITIES
Net change in short-term borrowings		(48,740	)		(105,819	)		(12,407	)
Originations of long-term obligations		—			—			103,093
Repurchase of common stock		(3,652	)		(1,014	)		(3,495	)
Cash dividends paid		(11,497	)		(10,478	)		(10,506	)
Net cash provided (used) by financing activities		(63,889	)		(117,311	)		76,685
Net change in cash		(28,113	)		(51,647	)		82,894
Cash balance at beginning of year		36,199			87,846			4,952
Cash balance at end of year	$	8,086		$	36,199		$	87,846
Cash payments for
Interest	$	14,962		$	24,046		$	26,990
Income taxes		22,499			45,232			51,321
Supplemental disclosure of noncash investing and financing activities:
Unrealized securities gains		3,293			1,656			2,969

67

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 5, 2004

FIRST CITIZENS BANCSHARES, INC. (Registrant)

/S/    JAMES B. HYLER, JR.          

James B. Hyler, Jr.

Vice Chairman and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the Registrant and in the capacities indicated on March 5, 2004.

Signature	Title	Date
/s/    LEWIS R. HOLDING*       Lewis R. Holding	Chairman and Chief Executive Officer (principal executive officer)	March 5, 2004
/s/    FRANK B. HOLDING*     Frank B. Holding	Executive Vice Chairman	March 5, 2004
/s/    JAMES B. HYLER, JR.         James B. Hyler, Jr.	Vice Chairman	March 5, 2004
/s/    FRANK B. HOLDING, JR.*           Frank B. Holding, Jr.	President	March 5, 2004
/S/    KENNETH A. BLACK         Kenneth A. Black	Vice President, Treasurer, and Chief Financial Officer (principal financial and accounting officer)	March 5, 2004
/s/    JOHN M. ALEXANDER, JR.  *       John M. Alexander, Jr.	Director	March 5, 2004
/s/    CARMEN HOLDING AMES  *       Carmen Holding Ames	Director	March 5, 2004
/s/    VICTOR E. BELL, III  *       Victor E. Bell, III	Director	March 5, 2004
/s/    GEORGE H. BROADRICK  *       George H. Broadrick	Director	March 5, 2004
/s/    HUBERT M. CRAIG, III  *       Hubert M. Craig, III	Director	March 5, 2004
/s/    H. LEE DURHAM  *       H. Lee Durham	Director	March 5, 2004
/s/    LEWIS M. FETTERMAN  *       Lewis M. Fetterman	Director	March 5, 2004
/s/    CHARLES B.C. HOLT  *            Charles B.C. Holt	Director	March 5, 2004

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Signature	Title	Date
/s/    GALE D. JOHNSON, M.D.  *       Gale D. Johnson, M.D.	Director	March 5, 2004
/s/    FREEMAN R. JONES    *         Freeman R. Jones	Director	March 5, 2004
/s/    LUCIUS S. JONES    *         Lucius S. Jones	Director	March 5, 2004
/s/    JOSEPH T. MALONEY, JR.  *       Joseph T. Maloney, Jr.	Director	March 5, 2004
/s/    ROBERT T. NEWCOMB  *       Robert T. Newcomb	Director	March 5, 2004
/s/    LEWIS T. NUNNELEE, II    *     Lewis T. Nunnelee, II	Director	March 5, 2004
/s/    C. RONALD SCHEELER  *   C. Ronald Scheeler	Director	March 5, 2004
/s/    RALPH K. SHELTON    *     Ralph K. Shelton	Director	March 5, 2004
/s/    R. C. SOLES, JR.  *       R. C. Soles, Jr.	Director	March 5, 2004
/s/    DAVID L. WARD, JR    *     David L. Ward, Jr.	Director	March 5, 2004

* Alexander G. MacFadyen, Jr. hereby signs this Annual Report on Form 10-K on March 5, 2004, on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a Power of Attorney filed herewith.

By:	/s/    ALEXANDER G. MACFADYEN, JR.
	Alexander G. MacFadyen, Jr. As Attorney-In-Fact

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EXHIBIT INDEX

3.1		Certificate of Incorporation of the Registrant, as amended (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 1992)
3.2		Bylaws of the Registrant, as amended (filed herewith)
4.1		Specimen of Registrant’s Class A Common Stock certificate (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 1993)
4.2		Specimen of Registrant’s Class B Common Stock certificate (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 1993)
4.3		Amended and Restated Trust Agreement of FCB/NC Capital Trust I (incorporated by reference from Registration No. 333-59039)
4.4		Form of Guarantee Agreement (incorporated by reference from Registration No. 333-59039)
4.5		Junior Subordinated Indenture dated March 5, 1998 between Registrant and Bankers Trust Company, as Debenture Trustee (incorporated by reference from Registration No. 333-59039)
4.6		Amended and Restated Trust Agreement of FCB/NC Capital Trust II (incorporated by reference from Registration No. 333-68340)
4.7		Guarantee Agreement relating to Registrant’s guarantee of the capital securities of FCB/NC Capital Trust II (incorporated by reference from Registration No. 333-68340)
4.8		Junior Subordinated Indenture dated October 10, 2001, between Registrant and Bankers Trust Company, as Delaware Trustee (incorporated by reference from Registration No. 333-68340)
10.1	(a)	Employee Death Benefit and Post-Retirement Non-Competition and Consultation Agreement, dated January 1, 1986, between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and Lewis R. Holding (filed herewith)
10.1	(b)	Fifth Amendment of Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated October 28, 2002 between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and Lewis R. Holding (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2002)
10.2	(a)	Employee Death Benefit and Post-Retirement Non-Competition and Consultation Agreement, dated January 1, 1986, between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and Frank B. Holding (filed herewith)
10.2	(b)	Fifth Amendment of Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated October 28, 2002 between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and Frank B. Holding (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2002)
10.3		Amended and Restated Employee Deferred Compensation, Consultation, Post-Retirement Non-Competition and Death Benefit Agreement dated March 1, 2004 between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and James B. Hyler, Jr. (filed herewith)
10.4		Amended and Restated Employee Deferred Compensation, Consultation, Post-Retirement Non-Competition and Death Benefit Agreement dated March 1, 2004 between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and Frank B. Holding, Jr. (filed herewith)
10.5		Amended and Restated Employee Deferred Compensation, Consultation, Post-Retirement Non-Competition and Death Benefit Agreement dated March 4, 2004 between Registrant’s subsidiary, Atlantic States Bank and James M. Parker (filed herewith)
10.6		Second Death Benefit and Post-Retirement Non-Competition and Consultation Agreement dated April 28, 1997, between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and George H. Broadrick (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 1997)
10.7		Consulting Agreement dated February 17, 1988, between Registrant’s subsidiary, First-Citizens Bank & Trust Company, and George H. Broadrick (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 1987)

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10.13	Article IV Section 4.1.d of the Agreement and Plan of Reorganization and Merger by and among First Investors Savings Bank, Inc., SSB, First-Citizens Bank & Trust Company and First Citizens BancShares, Inc., dated October 25, 1995, located at page II-38 of Registrant’s S-4 Registration Statement filed with the SEC on December 19, 1994 (Registration No. 33-84514)
10.14	Article IV Section 4.1.e of the Agreement and Plan of Reorganization and Merger by and among State Bank and First-Citizens Bank & Trust Company and First Citizens BancShares, Inc., dated October 25, 1995, located at page I-36 of Registrant’s S-4 Registration Statement filed with the SEC on November 16, 1994 (Registration No. 33-86286)
21	Subsidiaries of the Registrant (filed herewith)
24	Power of Attorney (filed herewith)
31.1	Certification of Chief Executive Officer (filed herewith)
31.2	Certification of Chief Financial Officer (filed herewith)
32	Certification of Chief Executive Officer and Chief Financial Officer (filed herewith)
99	Proxy Statement for Registrant’s 2004 Annual Meeting (separately filed)

COPIES OF EXHIBITS ARE AVAILABLE UPON WRITTEN REQUEST TO

KENNETH A. BLACK, CHIEF FINANCIAL OFFICER OF FIRST CITIZENS BANCSHARES, INC.

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EX-3.2

Exhibit 3.2

RESTATED AND AMENDED BYLAWS

OF

FIRST CITIZENS BANCSHARES, INC.

(As last amended January 26, 2004)

Index

ARTICLE I Offices
Section 1.	Principal Office	4
Section 2.	Registered Offices	4
Section 3.	Other Offices	4
ARTICLE II Meetings of Shareholders
Section 1.	Place of Meetings	4
Section 2.	Annual Meetings	4
Section 3.	Special Meetings	4
Section 4.	Notice of Meetings	5
Section 5.	Voting Lists	5
Section 6.	Quorum	5
Section 7.	Proxies	6
Section 8.	Voting of Shares	6
Section 9.	Informal Action By Shareholders	6
Section 10.	Presiding Officer	6
Section 11.	Notice of Shareholder Business and Nominations	7
Section 12.	Conduct of Meetings	10
ARTICLE III Directors
Section 1.	General Powers	11
Section 2.	Number, Term and Qualifications	11
Section 3.	Election of Directors	11
Section 4.	Removal	11
Section 5.	Vacancies	11
Section 6.	Chairman of the Board	11
Section 7.	Compensation	12
Section 8.	Committees of the Board	12

ARTICLE IV Meetings of Directors
Section 1.	Regular Meetings	12
Section 2.	Special Meetings	12
Section 3.	Notice of Meetings	12
Section 4.	Quorum	13
Section 5.	Manner of Acting	13
Section 6.	Informal Action by Directors	13
ARTICLE V Executive Committee
Section 1.	Membership and General Powers	13
Section 2.	Vacancies	13
Section 3.	Removal	13
Section 4.	Minutes	14
Section 5.	Responsibility of Directors	14
Section 6.	Ex Officio Members	14
Section 7.	Chairman of the Executive Committee	14
ARTICLE VI Reserved
ARTICLE VII Officers
Section 1.	Number	14
Section 2.	Election and Term	15
Section 3.	Removal	15
Section 4.	Compensation	15
Section 5.	Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, and President	15
Section 6.	Vice Chairman	16
Section 7.	President	16
Section 8.	Executive Vice Presidents, Senior Vice Presidents and Other Vice Presidents	16
Section 9.	Secretary	16
Section 10.	Assistant Secretaries	16
Section 11.	Treasurer	17
Section 12.	Assistant Treasurers	17
Section 13.	Other Officers	17
Section 14.	Bonds	17

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ARTICLE VIII Contracts, Loans, Checks and Deposits
Section 1.	Contracts	18
Section 2.	Loans	18
Section 3.	Checks and Drafts	18
Section 4.	Deposits	18
ARTICLE IX Certificates of Stock and Their Transfer
Section 1.	Certificates of Stock	18
Section 2.	Transfer of Stock	18
Section 3.	Fixing Record Date	19
Section 4.	Lost Certificates	19
Section 5.	Registered Shareholders	19
Section 6.	Treasury Shares	19
ARTICLE X General Provisions
Section 1.	Dividends	20
Section 2.	Seal	20
Section 3.	Annual Statement	20
Section 4.	Notice and Waiver of Notice	20
Section 5.	Amendments	21
Section 6.	Fiscal Year	21
Section 7.	Indemnification	21
Section 8.	Disallowance of Deductions	21

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AMENDED AND RESTATED BYLAWS

OF

FIRST CITIZENS BANCSHARES, INC.

(As last amended January 26, 2004)

ARTICLE I

Offices

Section 1. Principal Office: The principal office of the corporation shall be located in Raleigh, Wake County, North Carolina.

Section 2. Registered Offices: The registered office of the corporation required by law to be maintained in the State of Delaware shall be located in Wilmington, New Castle County, Delaware. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3. Other Offices: The corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors from time to time may determine, or as the affairs of the corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the corporation or at such other place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.

Section 2. Annual Meetings: The annual meeting of shareholders shall be held at the designated location on such date during the first six months of each year as shall be determined by the Chairman of the Board, the Executive Vice Chairman of the Board, the Vice Chairman of the Board, the President or the Board of Directors. The purpose of such annual meeting shall be to elect directors of the corporation and for the transaction of such other business as may properly be brought before the meeting.

Section 3. Special Meetings: Special meetings of the shareholders may be called at any time by the Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, President or Secretary, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such written request shall state the purpose or purposes of the proposed meeting.

Business transacted at any special meeting of shareholders shall be limited to the purpose stated in the notice.

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Section 4. Notice of Meetings: Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, President, Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting.

In the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless such a statement is expressly required by the provisions of the General Corporation Law of the State of Delaware.

In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of a special meeting called by the written request of a majority of the members of the Board of Directors or the written request of the holders of a majority in amount of the entire capital stock of the corporation issued, outstanding and entitled to vote, the notice also shall state that the meeting is being called upon such written request.

When a meeting is adjourned for thirty (30) days or more, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. When a meeting is adjourned for less than thirty (30) days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than by announcement of the time and place thereof at the meeting at which the adjournment is taken.

Section 5. Voting Lists: The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be opened to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

Section 6. Quorum: The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation of the corporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

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The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Proxies: Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may vote in person or may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 8. Voting of Shares: Unless otherwise provided in the Certificate of Incorporation and subject to the provisions of the General Corporation Law of the State of Delaware, each shareholder shall at every meeting of shareholders be entitled to one vote for each share of issued and outstanding capital stock held by such shareholder. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, any reference in these Bylaws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Voting on all matters except the election of directors shall be by voice vote or by a show of hands unless the holders of a majority of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 9. Informal Action by Shareholders: Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

Section 10. Presiding Officer: The succession order for purposes of these Bylaws shall be: the Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, President, Executive Vice President in order of seniority, Vice President in order of seniority, and Secretary. In the event neither the Chairman of the Board, the Executive Vice Chairman of the Board, the Vice Chairman of the Board, nor the President is present, the shareholders may elect a Chairman of the meeting.

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Section 11. Notice of Shareholder Business and Nominations:

(A) Annual Meetings of Shareholders.

(1) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors, or (c) by any shareholder of the corporation who was a shareholder of record of the corporation at the time the notice provided for in this Section 11(A) is delivered to the Secretary of the corporation, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in this Section 11(A).

(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this Section 11, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation and any such proposed business, other than the nominations of persons for election to the Board of Directors, must constitute a proper matter for shareholder action. To be timely, a shareholder’ s notice must be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 45th day, nor earlier than the close of business on the 90th day, prior to the first anniversary of the date that proxy statements were first mailed to the corporation’s shareholders in conjunction with the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty days before or after the anniversary date of the preceding year’s annual meeting, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

Such shareholder’s notice shall set forth:

(a) as to each person whom the shareholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder, and such notice shall be accompanied by the written consent of each person whom the shareholder proposes to nominate to being nominated and to serving as a director if elected;

(b) as to any other business that the shareholder proposes to bring before the meeting: (i) a brief description of the business desired to be brought before the meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws of the corporation, the language of the proposed amendment), (iii) a statement of the shareholder’s reasons for desiring such business to be brought before the meeting, and (iv) any

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material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and

(c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation as to whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee, and/or (2) otherwise to solicit proxies from shareholders in support of such proposal or nomination.

The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of that proposed nominee to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 11 to the contrary, in the event that the number of directors of the corporation has been increased since the date of the preceding year’s annual meeting, thereby creating one or more unfilled vacancies which will be filled at an annual meeting, and there is no public announcement by the corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 11(A) regarding the nomination of persons for election as directors also shall be considered timely, but only with respect to nominees for the vacant additional directorships resulting from the increase in the number of directors, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.

(B) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. If, as determined by the Board of Directors, the corporation’s notice of meeting indicates that directors shall be elected at a special meeting, nominations of persons for election to the Board of Directors may be made at that meeting (1) by or at the direction of the Board of Directors or (2) by any shareholder of the corporation who is a shareholder of record at the time the notice provided for in this Section 11(B) is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and upon such election, and who complies with the notice procedures set forth in this Section 11(B). In the event the

8

corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to fill the directorships to be voted upon at the meeting, as specified in the corporation’s notice of meeting, if the shareholder’s notice required by paragraph (A)(2) of this Section 11 shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

(C) General.

(1) Only such persons who are nominated in accordance with the procedures set forth in this Section 11 shall be eligible to be elected at an annual or special meeting of shareholders of the corporation to serve as directors, and only such business shall be considered, transacted or voted upon at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11. Except as otherwise provided by law, the presiding officer or chairman of the meeting (as determined as provided in Section 10 of this Article II) shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 11 (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited, or is part of a group which solicited, or did not so solicit, as the case may be, proxies in support of such shareholder’s nominee or proposal in compliance with such shareholder’s representation as required by clause (A)(2)(c)(iv) of this Section 11), and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 11, to declare that such nomination shall be disregarded or that such proposed business shall not be considered, transacted or voted upon. Notwithstanding the foregoing provisions of this Section 11, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be considered, transacted or voted upon, notwithstanding that a written notice of such nomination or proposed business has been received by the corporation in accordance with this Section 11 or that proxies in respect of such vote may have been received by the corporation.

(2) For purposes of this Section 11, and with respect to any annual or special meeting of shareholders, “public announcement” of the date of such meeting or of nominees proposed by the Board of Directors to be elected as directors at such meeting shall include disclosure of the meeting date or nominees in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document (including without limitation a Current Report on Form 8-K) publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, or the mailing by the corporation to shareholders entitled to vote at the meeting of a proxy statement disclosing the date of the meeting or the names of such nominees.

9

(3) Notwithstanding the foregoing provisions of this Section 11, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any rights of shareholders (a) to request inclusion of proposals of business in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (b) of the holders of any series of preferred stock that may be issued from time to time to elect directors pursuant to any applicable provisions of the certificate of incorporation.

Section 12. Conduct of Meetings: The time of the opening and the closing of the polls for each matter upon which the shareholders will vote at an annual or special meeting of shareholders shall be announced at the meeting by the presiding officer or chairman of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of a meeting of shareholders, or of meetings of shareholders in general, as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as are adopted by the Board of Directors, the presiding officer or chairman of any meeting of shareholders shall have the right and authority to convene and to adjourn the meeting and to prescribe such rules, regulations and procedures, and take all such other actions, as in his or her judgment are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer or chairman of the meeting, may include, without limitation: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to shareholders of record of the corporation, their duly authorized and constituted proxies, or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding officer or chairman at any meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business (including without limitation the nomination of a person for election as a director) was not properly brought before or made at the meeting and if such presiding officer or chairman should so determine, he or she shall so declare to the meeting and any such matter or business (including any nomination) not properly brought before or made at the meeting shall not be considered, transacted or voted upon. Unless and to the extent determined by the Board of Directors or the presiding or chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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ARTICLE III

Directors

Section 1. General Powers: The business and affairs of the corporation shall be managed by the Board of Directors or by such Committees of the Board as the Board may establish pursuant to these Bylaws. The directors shall have and exercise full power in the management and conduct of the business and affairs of the corporation and do all such lawful acts and things as are not by statute, or by Certificate of Incorporation, or by these Bylaws directed or required to be exercised or done by the shareholders.

Section 2. Number, Term and Qualifications: The number of directors of the corporation shall be not less than five nor more than thirty. The directors, by a majority vote of the remaining directors, though less than a quorum, or by the sole remaining director, shall determine the exact number of directors which shall be not less than five nor more than thirty without a Bylaw modification. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualified. Directors need not be residents of the State of Delaware nor shareholders of the corporation; provided, however, that not less than three-fourths (3/4) of the directors shall be residents of the State of North Carolina and stock ownership for qualification shall be subject to North Carolina law.

Section 3. Election of Directors: Except as provided in Section 5 of this Article, the directors shall be elected by written ballot at the annual meeting of the shareholders and those persons who receive the highest number of votes shall be deemed to have been elected.

Section 4. Removal: Any director may be removed from office, with or without cause, by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors. If any directors are so removed, new directors may be elected at the same meeting.

Section 5. Vacancies: Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any shareholder or shareholders owning at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 6. Chairman of the Board: There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

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Section 7. Compensation: The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board. Members of special or standing committees of the Board of Directors may be allowed like compensation for attending such committee meetings.

Section 8. Committees of the Board: The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board, each committee to consist of two or more directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution and these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it, except as limited by the provisions of the General Corporation Law of the State of Delaware; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors or as set forth in these Bylaws. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE IV

Meetings of Directors

Section 1. Regular Meetings: A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings, one of which shall be held in each calendar quarter.

Section 2. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, President or any two directors. Such meetings may be held either within or without the State of Delaware.

Section 3. Notice of Meetings: Regular meetings of the Board of Directors may be held without notice.

The person or persons calling a special meeting of the Board of Directors shall, at least one day before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called, unless a statement of the specific purpose is otherwise required by these Bylaws.

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Section 4. Quorum: A majority of the Board of Directors as established by the Bylaws and fixed by the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5. Manner of Acting: Except as otherwise provided in these Bylaws, or as specifically provided by statute or by the Certificate of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Informal Action by Directors: Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of a committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or the committee, whether done before or after the action so taken.

ARTICLE V

Executive Committee

Section 1. Members and General Powers: A majority of the qualified members of the Board of Directors then in office may, by proper resolution, appoint an Executive Committee which shall be composed of not less than three nor more than nine directors who shall have and exercise the powers of the Board of Directors in the management of the business affairs of the corporation, except at such time as the Board of Directors is in session. However, the Board of Directors shall have the power to direct, limit or control said Executive Committee by resolution at any special or regular meeting or by general rules adopted for its guidance. The Executive Committee shall not have any authority to take any action prohibited by the General Corporation Law of the State of Delaware; provided, however, that such Executive Committee shall have the power to declare dividends and to authorize the issuance of stock.

A majority of the members of the Executive Committee shall constitute a quorum. Further, the Executive Committee shall have authority to take informal action by written consent as provided in Article IV, Section 6 for the Board of Directors.

Section 2. Vacancies: Any vacancy occurring on the Executive Committee shall be filled by the vote of a majority of the number of qualified directors at a regular or special meeting of the Board of Directors.

Section 3. Removal: Any member of the Executive Committee may be removed at any time with or without cause by a majority of the number of qualified directors then in office.

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Section 4. Minutes: The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.

Section 5. Responsibility of Directors: The designation of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.

If such action taken by the Executive Committee is not thereafter formally considered by the full Board, a director may dissent from such action by filing his written objection with the Secretary with reasonable promptness after learning of such action.

Section 6. Ex Officio Members: A majority of the qualified members of the Board of Directors then in office may, by proper resolution, appoint one or more ex officio members of the Executive Committee; provided, however, that such ex officio members shall not be included or counted in the regular membership of the Executive Committee nor included in the requirements for a quorum as set forth in Section 1 above, nor shall the attendance of such ex officio members be required at any regular or special meeting of the Executive Committee nor shall such persons be required to execute written consent minutes in order for the Executive Committee to take informal action as provided in Article IV, Section 6. Each ex officio member appointed by the Board will be eligible to vote at any regular or special meeting of the Executive Committee at which such ex officio member is in attendance.

Section 7. Chairman of the Executive Committee: A Chairman of the Executive Committee shall be elected by the members of the Board of Directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Executive Committee and perform such other duties as may be directed by the Executive Committee.

ARTICLE VI

Reserved

ARTICLE VII

Officers

Section 1. Number: The officers of the corporation shall consist of a Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, President, and Secretary and may also consist of one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer, and other specially designated Vice Presidents or Assistant Vice Presidents as may be determined by the Board of Directors, and such Assistant Secretaries and other officers as may be deemed necessary or advisable by the Board of Directors, each of which officers or assistant officers thereto shall have such powers as may be delegated to them by the Board of Directors, the Chief Executive Officer, the Executive Vice Chairman of the Board, and these Bylaws. Any two or more offices may be held by the same person, except that no officer may act in more than one capacity where action of two or more officers is required.

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Section 2. Election and Term: The officers of the corporation shall be elected by the Board of Directors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is duly elected and qualified.

Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the affirmative vote of a majority of the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Compensation: The compensation of all officers of the corporation shall be fixed by the Board of Directors or as delegated by the Board of Directors.

Section 5. Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, and President: The Chairman of the Board shall preside at all meetings of the Board of Directors and the meetings of shareholders. In his absence or disability, the Executive Vice Chairman shall perform the duties of the Chairman of the Board at all such meetings. In the absence or disability of both the Chairman of the Board and the Executive Vice Chairman of the Board, the Vice Chairman of the Board shall perform such duties. In the absence of all of the Chairman of the Board, Executive Vice Chairman of the Board, and the Vice Chairman of the Board, the President shall perform such duties.

The Chairman of the Board shall be the Chief Executive Officer. As the Chief Executive Officer, the Chairman of the Board, shall, subject to the control of the Board of Directors, supervise, control and manage the corporation. The Chief Executive Officer shall be responsible for carrying into effect all legal directives of the Board of Directors or the Executive Committee and shall at all times exercise general supervision over the interests, affairs and obligations of the corporation and perform all duties with reference to or incident to his office, subject to such regulations and restrictions as the Board of Directors shall from time to time determine. The Chief Executive Officer shall be an ex officio member of all committees to which the Chief Executive Officer is not specifically appointed.

The Chairman of the Board, the Executive Vice Chairman of the Board, the Vice Chairman of the Board, and the President, or any one of them, shall sign, with any other proper officer, certificates for shares of the corporation and any deeds, leases, mortgages, bonds, contracts or other instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors, the Chairman of the Board or the Executive Vice Chairman of the Board to some other officer or agent. The Chairman of the Board, the Executive Vice Chairman of the Board, the Vice Chairman of the Board, and the President, and each of them, may, when exercising the authority granted in this Section, use the title of “President”; and all documents signed on behalf of the corporation by any such person, for purposes of, among other things, N.C. GEN. STAT. § 47-18.3, shall be deemed to have been signed by the President of the corporation.

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Section 6. Vice Chairman: The Vice Chairman shall be the chief operating officer of the corporation and, subject to the control of the Board of Directors, the Chairman of the Board and the Executive Vice Chairman of the Board shall operate, administer and supervise the management of the corporation in accordance with these Bylaws. The Vice Chairman shall sign, with any other proper officer, all documents referred to in Section 5 above and in general, he shall perform all duties incident to the office of Vice Chairman and such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, or the Executive Vice Chairman of the Board from time to time.

Section 7. President: The President shall be the principal staff officer of the corporation and, subject to the control of the Board of Directors, the Chairman of the Board, the Executive Vice Chairman of the Board, and the Vice Chairman of the Board, shall direct, administer and supervise all of the staff and support functions of the corporation in accordance with these Bylaws. The President shall sign, with any other proper officer, all documents referred to in Section 5 above, and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Executive Vice Chairman of the Board or the Vice Chairman from time to time.

Section 8. Executive Vice Presidents, Senior Vice Presidents and other Vice Presidents: The duties of the Executive Vice Presidents, the Senior Vice Presidents and other Vice Presidents shall be to perform the tasks assigned and exercise the powers of the office given to them as directed by the Board of Directors, the Chairman of the Board, the Executive Vice Chairman of the Board and the Vice Chairman of the Board, and to have such other powers as the Board of Directors shall prescribe.

Section 9. Secretary: The Secretary shall attend and keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give or cause to be given all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature and shall perform such other duties as may be assigned to him by the Vice Chairman, the Chief Executive Officer, the Executive Vice Chairman of the Board, or the Board of Directors. The Secretary shall sign, with the Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of the Board, President, or a Vice President, or other authorized officer, certificates for shares of the corporation.

Section 10. Assistant Secretaries: In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretaries, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, the Vice Chairman, the Chief Executive Officer, the Executive Vice Chairman of the Board, or the Board of Directors. Any Assistant Secretary may sign, with the Chairman of the Board, Executive Vice Chairman of the Board, Vice Chairman of

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the Board, President, or a Vice President, or other authorized officer, certificates for shares of the corporation.

Section 11. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the corporation and shall render to the Vice Chairman and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. The Treasurer, in general, shall perform all duties incident to his office and such other duties as may be assigned to him from time to time by the Vice Chairman, the Chief Executive Officer, the Executive Vice Chairman of the Board or the Board of Directors.

Section 12. Assistant Treasurers: In the absence of the Treasurer or in the event of his death, inability, or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurers, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, the Vice Chairman, the Chief Executive Officer, the Executive Vice Chairman of the Board or the Board of Directors.

Section 13. Other Officers: The duties of all officers and employees not defined and enumerated in the Bylaws shall be prescribed and fixed by the Chief Executive Officer, the Executive Vice Chairman of the Board and the Vice Chairman and in carrying out the authority to do all other acts necessary to be done to carry out the prescribed duties unless otherwise ordered by the Board of Directors, including but not limited to the power to sign, certify or endorse notes, certificates of indebtedness, deeds, checks, drafts or other contracts for and on behalf of the corporation and/or to affix the seal of the corporation to such documents as may require it.

Section 14. Bonds: The Board of Directors may by resolution require any or all officers, agents and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

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ARTICLE VIII

Contracts, Loans, Checks and Deposits

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, lease, or to execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances. The Board of Directors may enter into employment contracts for any length of time it deems wise.

Section 2. Loans: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or specific in nature and scope.

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

Section 4. Deposits: All funds of the corporation not otherwise employed from time to time shall be deposited to the credit of the corporation in such depositories as the Board of Directors shall direct.

ARTICLE IX

Certificates of Stock and Their Transfer

Section 1. Certificates of Stock: Certificates representing stock in the corporation shall be issued in such form as the Board of Directors shall determine to every shareholder for the fully paid shares owned by him; such stock certificates shall indicate thereon a reference to any and all restrictive conditions of said stock. These certificates shall be signed by the Chairman of the Board, or the Executive Vice Chairman of the Board, or the Vice Chairman of the Board, or the President, or any Vice President and the Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer or may have facsimile signatures of such officers placed thereon and such officers shall have the power to make or order to be made by an authorized officer or transfer agent any and all transfers of the securities of the corporation. They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the corporation. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such an officer, transfer agent or registrar at the date of issue.

Section 2. Transfer of Stock: Transfer of stock shall be made on the stock transfer books of the corporation only upon surrender of the certificates for the shares sought to be transferred

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by the registered holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Upon surrender to the corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation or its transfer agent to issue a new certificate to the person entitled thereto, to cancel the old certificate and to record the transaction upon its books.

Section 3. Fixing Record Date: In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4. Lost Certificates: The Board of Directors may authorize and direct the issuance of a new share certificate or certificates in place of a certificate or certificates claimed to have been lost, stolen or destroyed, upon receipt of an affidavit to such fact from the person claiming the loss, theft or destruction. When authorizing such issuance of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the claimant, or his legal representative, to advertise the same in such manner as it may require and/or to give the corporation a bond in such sum as the Board may direct to indemnify the corporation against loss from any claim with respect to the certificate claimed to have been lost, stolen or destroyed; or the Board may, by resolution reciting the circumstances justifying such action, authorize the issuance of the new certificate or certificates without requiring such a bond.

Section 5. Registered Shareholders: The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to interest in such share or shares on the part of any other person, whether or not it shall have express or other notice hereof, except as otherwise provided by the laws of Delaware.

Section 6. Treasury Shares: Treasury shares of the corporation shall consist of such shares as have been issued and thereafter acquired but not cancelled by the corporation. Treasury shares shall not carry voting or dividend rights.

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ARTICLE X

General Provisions

Section 1. Dividends: Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors or the Executive Committee at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Seal: The corporate seal of the corporation shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Annual Statement: The Board of Directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by majority vote of the shareholders, a full and clear statement of the business and condition of the corporation.

Section 4. Notice and Waiver of Notice: Whenever any notice is required to be given to any shareholder or director under the provisions of the General Corporation Law of the State of Delaware or under the provisions of the Certificate of Incorporation or Bylaws of this corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telephone, telecopier or other electronic communication media.

Whenever notice is required to be given under the provisions of the General Corporation Law of the State of Delaware or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

The attendance by a director at a meeting of the Board or a committee of the Board shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

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Section 5. Amendments: Except as otherwise provided herein, these Bylaws may be altered, amended or repealed and new bylaws may be adopted at any regular meeting of the Board of Directors or the shareholders, or at any special meeting of the Board of Directors or shareholders if notice of such alteration, amendment, repeal or adoption, be contained in the notice of said special meeting.

Section 6. Fiscal Year: The fiscal year of the corporation shall be fixed by the Board of Directors.

Section 7. Indemnification: The corporation shall indemnify its officers, directors, employees and agents to the maximum extent permitted by the General Corporation Law of the State of Delaware.

Section 8. Disallowance of Deductions: Any payments made to or on behalf of an officer or director of the corporation, including salary, commission, bonus, interest, rent or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense of the corporation by the Internal Revenue Service (and such determination shall be acceded to by the corporation, or such determination shall be rendered final by the appropriate taxing authority, or a judgment of a court of competent jurisdiction and no appeal shall be taken therefrom, or the applicable period for filing notice of appeal shall have expired), then such sum shall be reimbursed by such officer or director to the corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce the payment of any such sum disallowed and such repayment may not be waived. However, in lieu of such direct payment by the officer or director involved to the corporation, and subject to the determination of the Board of Directors in its sole discretion, proportionate amounts may be withheld from future compensation payments of such officer or director until the amount owed to the corporation as a result of such disallowance has been fully recovered.

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EX-10.1(A)

Exhibit 10.1(a)

EMPLOYEE DEATH BENEFIT AND POST-RETIREMENT NON-COMPETITION AND

CONSULTATION AGREEMENT

THIS AGREEMENT, made as of the 1st day of January, 1986, by and between FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation with its principal office in Raleigh, Wake County, North Carolina (hereinafter referred to as “Employer”); and LEWIS R. HOLDING (hereinafter referred to as “Employee”‘);

W I T N E S S E T H :

WHEREAS, Employee has provided long-time guidance, leadership and direction in the growth, management and development of Employer, during which time Employee has learned trade secrets, confidential procedures and information, and technical and sensitive plans of Employer; and,

WHEREAS, Employer values the efforts, abilities and accomplishments of Employee as an important member of management and desires to continue to have Employee’s experience and knowledge available to it following Employee’s retirement from employment with Employer; and,

WHEREAS, Employer desires to limit Employee’s availability to other employers or entities which are in competition with Employer following Employee’s retirement from employment with Employer; and,

WHEREAS, Employer, as part of a plan adopted for a class of employees of Employer, has offered to Employee a noncompetition arrangement together with a limited, when-called, independent contractor consultation service arrangement and a death benefit arrangement for Employee’s designated beneficiary or Estate, as applicable, and the parties hereto have reached an agreement concerning the independent contractor consulting relationship, the noncompetition arrangement, the death benefit arrangement and other matters contained herein and desire to set forth the terms and conditions thereof.

NOW, THEREFORE, for and in consideration of the mutual promises and undertakings herein set forth, the parties hereto do agree as follows:

1. RETIREMENT DATE. The term “Retirement Date”, as used herein, shall be defined for purposes of this Agreement, as the last day of the calendar month in which

Employee attains the age of sixty-five (65) or as such date prior or subsequent thereto as shall be agreed upon between Employer and Employee.

Employer and Employee hereby acknowledge that compulsory retirement before attaining age seventy (70) is not enforceable except as provided by law. Employer and Employee further agree that no provision herein shall be construed as requiring Employee’s retirement before attaining age seventy (70) except as may now or hereafter be permitted by law; however, Employee acknowledges Employer’s continuing policy, in an effort to provide opportunities and continuity, to encourage retirement at age sixty-five (65) and to require retirement at age sixty-five (65) where permissible by law.

2. DEATH BENEFITS. In the event Employee dies while employed by Employer prior to Employee’s Retirement Date, Employer will pay the sum of Fifty-Seven Thousand Three Hundred Forty-One and No/100 Dollars ($57,341.00) per year, payable in monthly installments of Four Thousand Seven Hundred Seventy-Eight and 41/100 Dollars ($4,778.41) for a period of ten (10) years, to such individual or individuals as Employee shall have designated in writing filed with Employer, or in the absence of such designation, to the Estate of Employee. The first payment shall be made not later than two (2) months following Employee’s death. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments applicable on said payments.

3. CONSULTATION PAYMENTS. In the event Employee retires from employment on Employee’s Retirement Date, Employee shall be paid by Employer the sum of One Thousand One Hundred Ninety-Four and 58/100 Dollars ($1,194.58) per month, beginning not later than two (2) months after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s Consultation Services, as provided herein; such sum to be payable to Employee whether or not Employee’s Consultation Services have been utilized by Employer. Consultation payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation.

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For and in consideration of said monthly Consultation Payment to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder.

Effective as of Employee’s Retirement Date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that his rights and privileges and his obligations are as provided in this Agreement as to matters covered herein.

If Employee should die during said ten (10) year period, payments under this Paragraph shall terminate. Future payments, if any, to Employee’s designated beneficiary or Employee’s Estate shall be made in accordance with the provisions of Paragraph 5 of this Agreement.

4. NON-COMPETITION PAYMENTS. In the event Employee retires from employment on Employee’s Retirement Date, Employee shall be paid by Employer the sum of Three Thousand Five Hundred Eighty-Three and 83/100 Dollars ($3,583.83) per month, beginning not later than two (2) months after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s Covenant Not to Compete as provided herein. Non-Competition Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on said payment.

For and in consideration of said monthly Non-Competition Payment to Employee, Employee agrees that he will not become an officer or employee of, provide any consultation to nor participate in any manner with any other entity of any type or description involved in any major element of business which Employer is performing at Employee’s Retirement Date nor

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will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. Any such involvement which Employee has been authorized to have by Employer prior to Employee’s Retirement Date may be continued without being a violation of this Covenant Not to Compete. This Covenant Not to Compete by Employee is limited to the geographic area of North Carolina, shall exist for and during the term of all payments to be made under this Covenant Not to Compete, whether made directly by Employer or as otherwise provided herein, plus a term of twelve (12) months thereafter, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than five percent (5%) in a business or other entity which is in competition with Employer which is not owned, directly or indirectly, prior to Employee’s Retirement Date.

Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not to Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not to Compete, then Employee’s right to any of the payments becoming due under Paragraphs 3. and 4. of this Agreement after the date of such breach shall be forever forfeited and Employee’s designated beneficiary’s or Employee’s Estate’s right to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not to Compete shall be deemed a material breach of the Agreement.

If Employee should die during said ten (10) year period, payments under this Paragraph shall terminate. Future payments, if any, to Employee’s designated beneficiary or

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Employee’s Estate shall be made in accordance with the provisions of Paragraph 5 of this Agreement.

5. CONTINUATION OF PAYMENTS. Upon Employee’s death during said ten (10) year period of payments hereunder, the sum of Four Thousand Seven Hundred Seventy-Eight and 41/100 Dollars ($4,778.41) per month shall be paid to Employee’s designated beneficiary or Employee’s Estate, as applicable, beginning the first calendar month following the date of Employee’s death and continuing thereafter until the expiration of said ten (10) year period. Once the Consultation and/or Non-Competition Payments are begun, whether paid by Employer or as otherwise provided herein, the maximum payment period under this Agreement is ten (10) years. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for all income and other taxes and assessments applicable on said payments.

6. FORFEITURE OF BENEFITS. This Agreement is subject to termination by Employer at any time and without stated cause. In the event Employer shall terminate this Agreement, Employee shall forfeit all rights to receive any payment provided for herein. Likewise, in the event Employee does not retire from employment on Employee’s Retirement Date or Employee’s employment is terminated, either voluntarily or involuntarily, for reasons other than death or retirement, Employee shall forfeit all rights to receive any payment provided for herein. Employee acknowledges and agrees that any benefit provided for herein is merely a contractual benefit and that nothing contained herein shall be construed as conferring upon Employee any vested benefits or any vested rights to receive any payment provided for herein and that any and all payments provided for herein shall be subject to a substantial risk of forfeiture until such time as said payments are actually made by Employer. Employee also acknowledges that the contractual benefit provided for herein is specifically conditioned upon Employee’s retirement from employment on Employee’s Retirement Date.

7. CLAIMS PROCEDURE. If any benefits become payable under the Agreement, Employee (or Employee’s beneficiary in the case of Employee’s death) shall file a claim for benefits by notifying Employer orally or in writing. If the claim is wholly or partially denied, Employer shall provide a written notice within ninety (90) days specifying the reasons for the denial, any additional material or information necessary to receive benefits, and the steps to be taken if a review of the denial is desired.

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If a claim is denied and a review is desired, Employee (or Employee’s beneficiary in the case of Employee’s death) shall notify Employer in writing within sixty (60) days. In requesting a review, Employee or Employee’s beneficiary may submit any written issues and comments he or she feels are appropriate. Employer shall then review the claim and provide a written decision within sixty (60) days. This decision shall state the specific reasons for the decision and shall include references to specific provisions on which the decision is based.

8. ASSIGNMENT OF RIGHTS. Neither Employee nor any designated beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payment hereunder.

9. PAYMENTS AND FUNDING. Any payments under this Agreement shall be independent of, and in addition to, those under any other Plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to Employee or Employee’s designee by Employer. This Agreement shall not be construed as a contract of employment nor does it restrict the right of Employer to discharge Employee at will or the right of Employee to terminate employment at will.

Employer may, in its sole discretion, purchase an insurance policy on the life of Employee to fund or assist in the funding of this Agreement. Employee agrees to promptly supply to Employer and its selected or prospective insurance carrier, upon request, any and all information requested, in order to enable the insurance carrier to evaluate the risks involved in providing the insurance requested by Employer. Any and all rights to any and all benefits under such insurance policy on the life of Employee shall be solely the property of Employer and all proceeds of such policy shall be payable by the insurer solely to Employer, as owner of such policy. Employee specifically waives any rights in any insurance policy on Employee’s life owned by Employer pursuant to this Agreement. Such policy shall not serve in any way as security to Employee for Employer’s performance under this Agreement. The rights accruing to Employee or any designee hereunder shall be solely those of an unsecured creditor of Employer and shall be subordinate to the rights of the depositors of Employer.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary or Employee’s Estate at any time by the purchase of an annuity from a reputable insurance or similar company authorized to do, and doing, business in North Carolina and the assignment of the rights under said annuity to the

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benefit of Employee, Employee’s designated beneficiary or Employee’s Estate. If this option is exercised by Employer, all rights accruing to Employee, Employee’s designated beneficiary or Employee’s Estate hereunder shall be governed solely by the annuity contract and any election made under said annuity contract; and, Employer shall be fully discharged from any further liabilities to Employee, Employee’s designated beneficiary or Employee’s Estate under this Agreement.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary or Employee’s Estate at any time by determining the present value of the payments due hereunder, said amount to be determined by the use of the U.S. Government bond rate for the nearest year applicable to, the time of the payments due hereunder for the present value computation and once determined, by payment of said amount in a lump sum to Employee, Employee’s designated beneficiary or Employee’s Estate, as applicable.

10. SUICIDE. In the event Employee commits suicide within two (2) years of the execution of this Agreement, all payments provided for herein to be paid to Employee’s designated beneficiary or Employee’s Estate shall be forfeited.

11. BINDING EFFECT. This Agreement shall be binding upon Employee, his heirs, personal representatives and assigns and upon Employer, its successors and assigns.

12. AMENDMENT OF AGREEMENT. This Agreement may not be altered, amended or revoked except by a written agreement signed by Employer and Employee.

13. INTERPRETATION. Where appropriate in this Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine.

14. INVALID PROVISION. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were not contained herein.

15. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina.

IN TESTIMONY WHEREOF, Employer has caused this Agreement to be executed in its corporate name by its Senior Vice President, attested by its Assistant Secretary

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and its corporate seal to be hereto affixed, all by the authority of its Board of Directors duly given, and Employee has hereunto set his hand and adopted as his seal the typewritten word “SEAL” appearing beside his name, this the day and year first above written.

	FIRST-CITIZENS BANK & TRUST COMPANY
	By:     /S/ JAMES L. IRBY
	Senior Vice President
ATTEST:
/S/ JAMES B. HYLER, JR.
Assistant Secretary
	/S/ LEWIS R. HOLDING
	LEWIS R. HOLDING

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EX-10.2(A)

Exhibit 10.2(a)

EMPLOYEE DEATH BENEFIT AND POST-RETIREMENT NON-COMPETITION AND

CONSULTATION AGREEMENT

THIS AGREEMENT, made as of the 1st day of January, 1986, by and between FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation with its principal office in Raleigh, Wake County, North Carolina (hereinafter referred to as “Employer”); and FRANK B. HOLDING (hereinafter referred to as “Employee”);

W I T N E S S E T H :

WHEREAS, Employee has provided long-time guidance, leadership and direction in the growth, management and development of Employer, during which time Employee has learned trade secrets, confidential procedures and information, and technical and sensitive plans of Employer; and,

WHEREAS, Employer values the efforts, abilities and accomplishments of Employee as an important member of management and desires to continue to have Employee’s experience and knowledge available to it following Employee’s retirement from employment with Employer; and,

WHEREAS, Employer desires to limit Employee’s availability to other employers or entities which are in competition with Employer following Employee’s retirement from employment with Employer; and,

WHEREAS, Employer, as part of a plan adopted for a class of employees of Employer, has offered to Employee a noncompetition arrangement together with a limited, when-called, independent contractor consultation service arrangement and a death benefit arrangement for Employee’s designated beneficiary or Estate, as applicable, and the parties hereto have reached an agreement concerning the independent contractor consulting relationship, the noncompetition arrangement, the death benefit arrangement and other matters contained herein and desire to set forth the terms and conditions thereof.

NOW, THEREFORE, for and in consideration of the mutual promises and undertakings herein set forth, the parties hereto do agree as follows:

1. RETIREMENT DATE. The term “Retirement Date”, as used herein, shall be defined for purposes of this Agreement, as the last day of the calendar month in which Employee attains the age of sixty-five (65) or as such date prior or subsequent thereto as shall be agreed upon between Employer and Employee.

Employer and Employee hereby acknowledge that compulsory retirement before attaining age seventy (70) is not enforceable except as provided by law. Employer and Employee further agree that no provision herein shall be construed as requiring Employee’s retirement before attaining age seventy (70) except as may now or hereafter be permitted by law; however, Employee acknowledges Employer’s continuing policy, in an effort to provide opportunities and continuity, to encourage retirement at age sixty-five (65) and to require retirement at age sixty-five (65) where permissible by law.

2. DEATH BENEFITS. In the event Employee dies while employed by Employer prior to Employee’s Retirement Date, Employer will pay the sum of Fifty-Seven Thousand Three Hundred Forty-One and No/100 Dollars ($57,341.00) per year, payable in monthly installments of Four Thousand Seven Hundred Seventy-Eight and 41/100 Dollars ($4,778.41) for a period of ten (10) years, to such individual or individuals as Employee shall have designated in writing filed with Employer, or in the absence of such designation, to the Estate of Employee. The first payment shall be made not later than two (2) months following Employee’s death. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments applicable on said payments.

3. CONSULTATION PAYMENTS. In the event Employee retires from employment on Employee’s Retirement Date, Employee shall be paid by Employer the sum of One Thousand One Hundred Ninety-Four and 58/100 Dollars ($1,194.58) per month, beginning not later than two (2) months after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s Consultation Services, as provided herein; such sum to be payable to Employee whether or not Employee’s Consultation Services have been utilized by Employer. Consultation payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of

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all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation.

For and in consideration of said monthly Consultation Payment to Employee, Employee will provide support, sponsorship, advisory and Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder.

Effective as of Employee’s Retirement Date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that his rights and privileges and his obligations are as provided in this Agreement as to matters covered herein.

If Employee should die during said ten (10) year period, payments under this Paragraph shall terminate. Future payments, if any, to Employee’s designated beneficiary or Employee’s Estate shall be made in accordance with the provisions of Paragraph 5 of this Agreement.

4. NON-COMPETITION PAYMENTS. In the event Employee retires from employment on Employee’s Retirement Date, Employee shall be paid by Employer the sum of Three Thousand Five Hundred Eighty-Three and 83/100 ($3,583.83) per month, beginning not later than two (2) months after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s Covenant Not to Compete as provided herein. Non-Competition payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all on income or other taxes or assessments, if any, applicable on said payment.

For and in consideration of said monthly Non-Competition Payment to Employee, Employee agrees that he will not become an officer or employee of, provide any consultation to

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nor participate in any manner with any other entity of any type or description involved in any major element of business which Employer is performing at Employee’s Retirement Date nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. Any such involvement which Employee has been authorized to have by Employer prior to Employee’s Retirement Date may be continued without being a violation of this Covenant Not to Compete. This Covenant Not to Compete by Employee is limited to the geographic area of North Carolina, shall exist for and during the term of all payments to be made under this Covenant Not to Compete, whether made directly by Employer or as otherwise provided herein, plus a term of twelve (12) months thereafter, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than five percent (5%) in a business or other entity which is in competition with Employer which is not owned, directly or indirectly, prior to Employee’s Retirement Date.

Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not to Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not to Compete, then Employee’s right to any of the payments becoming due under Paragraphs 3. and 4. of this Agreement after the date of such breach shall be forever forfeited and Employee’s designated beneficiary’s or Employee’s Estate’s right to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not to Compete shall be deemed a material breach of the Agreement.

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If Employee should die during said ten (10) year period, payments under this Paragraph shall terminate. Future payments, if any, to Employee’s designated beneficiary or Employee’s’ Estate shall be made in accordance with the provisions of Paragraph 5 of this Agreement.

5. CONTINUATION OF PAYMENTS. Upon Employee’s death during said ten (10) year period of payments hereunder, the sum of Four Thousand Seven Hundred Seventy-Eight and 41/100 Dollars ($4,778.41) per month shall be paid to Employee’s designated beneficiary or Employee’s Estate, as applicable, beginning the first calendar month following the date of Employee’s death and continuing thereafter until the expiration of said ten (10) year period. Once the Consultation and/or Non-Competition Payments are begun, whether paid by Employer or as otherwise provided herein, the maximum payment period under this Agreement is ten (10) years. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for all income and other taxes and assessments applicable on said payments.

6. FORFEITURE OF BENEFITS. This Agreement is subject to termination by Employer at any time and without stated cause. In the event Employer shall terminate this Agreement, Employee shall forfeit all rights to receive any payment provided for herein. Likewise, in the event Employee does not retire from employment on Employee’s Retirement Date or Employee’s employment is terminated, either voluntarily or involuntarily, for reasons other than death or retirement, Employee shall forfeit all rights to receive any payment provided for herein. Employee acknowledges and agrees that any benefit provided for herein is merely a contractual benefit and that nothing contained herein shall be construed as conferring upon Employee any vested benefits or any vested rights to receive any payment provided for herein and that any and all payments provided for herein shall be subject to a substantial risk of forfeiture until such time as said payments are actually made by Employer. Employee also acknowledges that the contractual benefit provided for herein is specifically conditioned upon Employee’s retirement from employment on Employee’s Retirement Date.

7. CLAIMS PROCEDURE. If any benefits become payable under the Agreement, Employee (or Employee’s beneficiary in the case of Employee’s death) shall file a claim for benefits by notifying Employer orally or in writing. If the claim is wholly or partially denied, Employer shall provide a written notice within ninety (90) days specifying the reasons

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for the denial, any additional material or information necessary to receive benefits, and the steps to be taken if a review of the denial is desired.

If a claim is denied and a review is desired, Employee (or Employee’s beneficiary in the case of Employee’s death) shall notify Employer in writing within sixty (60) days. In requesting a review, Employee or Employee’s beneficiary may submit any written issues and comments he or she feels are appropriate. Employer shall then review the claim and provide a written decision within sixty (60) days. This decision shall state the specific reasons for the decision and shall include references to specific provisions on which the decision is based.

8. ASSIGNMENT OF RIGHTS. Neither Employee nor any designated beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payment hereunder.

9. PAYMENTS AND FUNDING. Any payments under this Agreement shall be independent of, and in addition to, those under any other Plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to Employee or Employee’s designee by Employer. This Agreement shall not be construed as a contract of employment nor does it restrict the right of Employer to discharge Employee at will or the right of Employee to terminate employment at will.

Employer may, in its sole discretion, purchase an insurance policy on the life of Employee to fund or assist in the funding of this Agreement. Employee agrees to promptly supply to Employer and its selected or prospective insurance carrier, upon request, any and all information requested, in order to enable the insurance carrier to evaluate the risks involved in providing the insurance requested by Employer. Any and all rights to any and all benefits under such insurance policy on the life of Employee shall be solely the property of Employer and all proceeds of such policy shall be payable by the insurer solely to Employer, as owner of such policy. Employee specifically waives any rights in any insurance policy on Employee’s life owned by Employer pursuant to this Agreement. Such policy shall not serve in any way as security to Employee for Employer’s performance under this Agreement. The rights accruing to Employee or any designee hereunder shall be solely those of an unsecured creditor of Employer and shall be subordinate to the rights of the depositors of Employer.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary or Employee’s Estate at any time by the

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purchase of an annuity from a reputable insurance or similar company authorized to do, and doing, business in North Carolina and the assignment of the rights under said annuity to the benefit of Employee, Employee’s designated beneficiary or Employee’s Estate. If this option is exercised by Employer, all rights accruing to Employee, Employee’s designated beneficiary or Employee’s Estate hereunder shall be governed solely by the annuity contract and any election made under said annuity contract; and, Employer shall be fully discharged from any further liabilities to Employee, Employee’s designated beneficiary or Employee’s Estate under this Agreement.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary or Employee’s Estate at any time by determining the present value of the payments due hereunder, said amount to be determined by the use of the U.S. Government bond rate for the nearest year applicable to the time of the payments due hereunder for the present value computation and once determined, by payment of said amount in a lump sum to Employee, Employee’s designated beneficiary or Employee’s Estate, as applicable.

10. SUICIDE. In the event Employee commits suicide within two (2) years of the execution of this Agreement, all payments provided for herein to be paid to Employee’s designated beneficiary or Employee’s Estate shall be forfeited.

11. BINDING EFFECT. This Agreement shall be binding upon Employee, his heirs, personal representatives and assigns and upon Employer, its successors and assigns.

12. AMENDMENT OF AGREEMENT. This Agreement may not be altered, amended or revoked except by a written agreement signed by Employer and Employee.

13. INTERPRETATION. Where appropriate in this Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine.

14. INVALID PROVISION. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were not contained herein.

15. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina.

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IN TESTIMONY WHEREOF, Employer has caused this Agreement to be executed in its corporate name by its Senior Vice President, attested by its Assistant Secretary and its corporate seal to be hereto affixed, all by the authority of its Board of Directors duly given, and Employee has hereunto set his hand and adopted as his seal the typewritten word “SEAL” appearing beside his name, this the day and year first above written.

	FIRST-CITIZENS BANK & TRUST COMPANY
	By:     /S/ JAMES L. IRBY
	Senior Vice President
ATTEST:
/S/ JAMES B. HYLER, JR.
Assistant Secretary
	/S/ FRANK B. HOLDING
	FRANK B. HOLDING

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EX-10.3

Exhibit 10.3

STATE OF NORTH CAROLINA

COUNTY OF WAKE

AMENDED AND RESTATED EMPLOYEE

DEFERRED COMPENSATION, CONSULTATION,

POST-RETIREMENT NON-COMPETITION

AND DEATH BENEFIT AGREEMENT

THIS AGREEMENT is made, entered into and effective as of the 1^st day of March, 2004, by and between FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation with its principal office in Raleigh, North Carolina (“Employer”) and JAMES B. HYLER, JR. (“Employee”);

W I T N E S S E T H

WHEREAS, Employee is an employee of Employer who has provided guidance, leadership and direction in the growth, management and development of Employer and has learned trade secrets, confidential procedures and information, and technical and sensitive plans of Employer; and,

WHEREAS, Employer desires to limit Employee’s availability to other employers or entities which are in competition with Employer following Employee’s retirement from employment with Employer; and,

WHEREAS, Employer has offered to Employee a non-competition arrangement and a deferred compensation/consultation arrangement together with a death benefit arrangement for Employee’s designated beneficiary or estate, as applicable, and the parties hereto have reached an agreement concerning those arrangements and other matters contained herein and desire to set forth the terms and conditions thereof.

NOW, THEREFORE, for and in consideration of the mutual promises and undertakings herein set forth, Employee and Employer hereby agree as follows:

1. Deferred Compensation/Consultation Payments. Following Employee’s “Retirement” (as defined below) from his employment with Employer on or before the Retirement Date (as defined below), Employer shall pay to Employee the sum of Five Thousand Five Hundred Thirty-Eight and 67/100 Dollars ($5,538.67) per month, beginning not later than two months after Employee’s Retirement, for a period of ten years following Employee’s Retirement or until his death, whichever first occurs (“Deferred Compensation/Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not

Employee’s Consultation Services have been utilized by Employer. Except as set forth below, Deferred Compensation/Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any applicable on said compensation.

For and in consideration of said monthly Deferred Compensation/Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder.

Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that his rights and privileges and his obligations are as provided in this Agreement as to matters covered herein.

Notwithstanding the foregoing, if Employer determines that the Deferred Compensation/Consulting Payments will constitute deferred compensation rather than payments for Consultation Services, such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, which apply to deferred compensation under the applicable tax law.

If Employee should die during the ten-year period during which Deferred Compensation/Consultation Payments are being made under this Paragraph 1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 3 of this Agreement.

As used in this Agreement, the term “Retirement” shall mean a termination of Employee’s employment with Employer which is treated as a “retirement” under the terms of Employer’s defined benefit pension plan, and which occurs no later than the last day of the calendar month in which Employee attains the age of sixty-five (65) (the “Retirement Date”), or such other termination of Employee’s employment as Employer and Employee shall agree in writing to treat as “Retirement” for purposes of this Agreement. Employer and Employee hereby acknowledge that compulsory retirement is not enforceable except as provided

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by law. Employer and Employee further agree that no provision herein shall be construed as requiring Employee’s retirement except as may now or hereafter be permitted by law.

2. Non-competition Payments. Following Employee’s Retirement from his employment with Employer on or before the Retirement Date, Employer shall pay to Employee the sum of Sixteen Thousand Six Hundred Sixteen and No/100 Dollars ($16,616.00) per month, beginning not later than two months after Employee’s Retirement, for a period of ten years following Employee’s Retirement or until his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments.

For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of the counties in which Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer.

Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or

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Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement.

If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 3 of this Agreement.

3. Continuation of Payments. Following Employee’s death during the original ten-year period of payments under Paragraphs 1 and 2 above, the sum of Twenty-Two Thousand One Hundred Fifty-Four and 67/100 Dollars ($22,154.67) per month shall be paid to such individual or individuals as Employee shall have designated in writing as his beneficiary(ies) as provided in Paragraph 11 below or, in the absence of such designation, to Employee’s estate, as applicable, beginning the first calendar month following the date of Employee’s death and continuing thereafter until the expiration of said original ten-year period. Once the Deferred Compensation/Consultation Payments and Non-competition Payments have begun, whether paid by Employer or as otherwise provided herein, the maximum payment period under this Agreement shall be ten years. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments, if any, applicable on those payments.

4. Death Benefits. In the event Employee dies while employed by Employer prior to Employee’s Retirement Date, Employer will pay the sum of Twenty-Two Thousand One Hundred Fifty-Four and 67/100 Dollars ($22,154.67) per month for a period of ten years, to such individual or individuals as Employee shall have designated in writing as his beneficiary(ies) as provided in Paragraph 11 below or, in the absence of such designation, to Employee’s estate, as applicable. The first payment shall be made not later than two months following Employee’s death. Payments under this Paragraph 4 shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments, if any, applicable on those payments.

5. Forfeiture of Benefits. This Agreement is subject to termination by Employer at any time and without stated cause. In the event Employer shall terminate this Agreement, Employee shall forfeit all rights to receive any payment provided for herein. Likewise, in the event Employee’s employment is terminated, either voluntarily or involuntarily, for reasons other than his death or Retirement, Employee shall forfeit all rights to receive any payment provided for herein. Employee acknowledges and agrees that any benefit provided for

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herein is merely a contractual benefit and that nothing contained herein shall be construed as conferring upon Employee any vested benefits or any vested rights to receive any payment provided for herein and that any and all payments provided for herein shall be subject to a substantial risk of forfeiture until such time as said payments are actually made by Employer.

6. Claims Procedure. Any claim for benefits under this Agreement shall be made in writing to Employer. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Employer, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision.

Employer shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below.

The claimant may appeal the denial of his claim to Employer for a full and fair review. The claimant or his duly authorized representative may request a review upon written application to Employer, review pertinent documents, and submit issues and comments in writing. A claimant (or his duly authorized representative) shall request a review by filing a written application for review with Employer or its designee (the “Reviewer”) at any time within 60 days after receipt by the claimant of written notice of the denial of his claim.

The decision on review shall be made by the Reviewer, who may, in its or his discretion, hold a hearing on the denied claim; the Reviewer shall make this decision promptly, and not later than 60 days after Employer receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review.

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The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

7. Assignment of Rights; Spendthrift Clause. Neither Employee nor Employee’s estate or any designated beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payment hereunder. To the extent permitted by law, no benefits payable under this Agreement shall be subject to the claim of any creditor of Employee or Employee’s estate or any designated beneficiary, or to any legal process by any creditor of any such person.

8. Unfunded Plan. Employee and Employer do not intend that the amounts payable hereunder be held by Employer in trust or as a segregated fund for Employee or any other person entitled to payments hereunder. The benefits provided under this Agreement shall be payable solely from the general assets of Employer, and neither Employee nor any other person entitled to payments hereunder shall have any interest in any assets of Employer by virtue of this Agreement. Employer’s obligation under this Agreement shall be merely that of an unfunded and unsecured promise of Employer to pay money in the future. To the extent that this Agreement should be deemed to be a “pension plan,” Employee and Employer intend that it be unfunded for federal income tax purposes, as well as for Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

9. Payments and Funding. Any payments under this Agreement shall be independent of, and in addition to, those under any other plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to Employee or Employee’s designee by Employer. This Agreement shall not be construed as a contract of employment nor does it restrict the right of Employer to discharge Employee at will or the right of Employee to terminate his employment at will.

Employer may, in its sole discretion, purchase an insurance policy on the life of Employee to fund or assist in the funding of this Agreement. Employee agrees to promptly supply to Employer and its selected or prospective insurance carrier, upon request, any and all information requested, in order to enable the insurance carrier to evaluate the risks involved in providing the insurance requested by Employer. Any and all rights to any and all benefits under such insurance policy on the life of Employee shall be solely the property of Employer and all proceeds of such policy shall be payable by the insurer solely to Employer, as owner of such policy. Employee specifically waives any rights in any insurance policy on Employee’s life owned by Employer pursuant to this Agreement. Such policy shall not serve in any way as security to Employee for Employer’s performance under this Agreement. The rights

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accruing to Employee or any designee hereunder shall be solely those of an unsecured creditor of Employer and shall be subordinate to the rights of the depositors of Employer.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary(ies) or Employee’s estate at any time by the purchase of an annuity from a reputable insurance or similar company authorized to do, and doing, business in North Carolina and the assignment of the rights under said annuity to the benefit of Employee, Employee’s designated beneficiary(ies) or Employee’s estate. If this option is exercised by Employer, all rights accruing to Employee, Employee’s designated beneficiary(ies) or Employee’s estate hereunder shall be governed solely by the annuity contract and any election made under said annuity contract; and Employer shall be fully discharged from any further liabilities to Employee, Employee’s designated beneficiary(ies) or Employee’s estate under this Agreement.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary(ies) or Employee’s estate at any time by determining the present value of the payments due hereunder, said amount to be determined by the use of the U.S. Government bond rate for the nearest year applicable to the time of the payments due hereunder for the present value computation, and once determined, by payment of said amount in a lump sum to Employee, Employee’s designated beneficiary(ies) or Employee’s estate, as applicable.

10. Survivor Annuities and QDROs. Nothing contained in this Agreement is intended to give or shall give any spouse or former spouse of Employee or any other person any right to benefits under this Agreement by virtue of sections 401(a)(11) and 417 of the Internal Revenue Code (relating to qualified preretirement survivor annuities and qualified joint and survivor annuities) or Internal Revenue Code sections 401(a)(13)(B) and 414(p) (relating to qualified domestic relations orders).

11. Designation of Beneficiary(ies). In order to designate one or more beneficiaries as described in Paragraph 3 or 4 above, Employee shall file a written designation with Employer in the form attached as Exhibit A this Agreement. Each such designation shall specify, by name(s), the person(s) to whom any amounts payable under this Agreement shall be paid following Employee’s death. From time to time, Employee may change or revoke a beneficiary designation without the consent of the beneficiary(ies) by filing a new beneficiary designation form with Employer, and the filing of a new designation form automatically shall revoke any and all designation forms previously filed with Employer. A beneficiary designation form not properly filed with Employer prior to Employee’s death shall be of no force or effect under this Agreement.

Subject to reasonable restrictions imposed by Employer and to Employer’s right to refuse to accept such a designation for reasons satisfactory to it, Employee may designate

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more than one beneficiary and/or alternative or contingent beneficiaries, in which case Employee’s designation form shall specify the relative shares and terms and conditions upon which amounts shall be paid to such multiple or alternative or contingent beneficiaries.

If, at the time of Employee’s death, (i) no beneficiary designation is on file with Employer, (ii) no beneficiary designated by Employee has survived Employee, or (iii) there are other circumstances not covered by the beneficiary designation form on file with Employer, then Employee’s estate conclusively shall be deemed to be the beneficiary designated to receive any amounts then remaining payable to Employee under this Agreement.

In making all determinations regarding Employee’s beneficiary, the latest designation form filed by Employee with Employer shall control, and all changes in circumstances that occur after the filing of that designation shall be ignored. For example, if Employee’s spouse is designated as beneficiary in the latest designation filed by Employee but, thereafter, is divorced from Employee, such designation shall remain valid until and unless Employee files a later beneficiary designation form with Employer naming a different beneficiary.

Any check for a payment under this Agreement that is issued on or before the date of Employee’s death shall remain payable to Employee and shall be handled accordingly, whether or not the check actually is received by Employee prior to death. Any check issued after the date of Employee’s death shall be the property of Employee’s beneficiary(ies) determined in accordance with this Paragraph 11.

12. Named Fiduciary and Administrator. (The purpose of this Paragraph is to comply with ERISA in the event any portion of the Plan is subject to ERISA.) The named fiduciary shall be Employer. The named fiduciary shall have the authority to control and manage the operation and administration of this Agreement. The administration of this Agreement shall be under the supervision of a director, officer or employee of Employer (hereinafter referred to as the “Administrator”) designated by the Board of Directors of Employer. It shall be a principal duty of the Administrator to see that this Agreement is carried out in accordance with its terms.

13. Suicide. In the event Employee commits suicide within two years of the execution of this Agreement, all payments provided for herein to be paid to Employee’s designated beneficiary or Employee’s estate shall be forfeited.

14. Binding Effect. This Agreement shall be binding upon Employee, his heirs, personal representatives and assigns, and upon Employer, its successors and assigns.

15. Amendment of Agreement. This Agreement may not be altered, amended or revoked except by a written agreement signed by Employer and Employee.

16. Interpretation. Where appropriate in this Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine.

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17. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were not contained herein.

18. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina.

19. Termination of Prior Agreement. This Agreement replaces in its entirety that certain Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement dated as of January 1, 1986, as amended, by and between Employer and Employee, together with all amendments thereto (the “Prior Agreement”). The Prior Agreement is hereby terminated, and shall have no further force or effect.

IN TESTIMONY WHEREOF, Employer has caused this Agreement to be executed in its corporate name by its President, and attested by its Secretary/Assistant Secretary, all by the authority of its Board of Directors duly given, and Employee has hereunto set his hand and adopted as his seal the typewritten word “SEAL” appearing beside his name, as of the day and year first above written.

FIRST-CITIZENS BANK & TRUST COMPANY
By:	/s/ LOU JONES DAVIS

ATTEST:

/s/ DELORES T. TEEL

Secretary/Assistant Secretary

/s/ JAMES B. HYLER, JR.	(SEAL)
James B. Hyler, Jr.

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EX-10.4

Exhibit 10.4

STATE OF NORTH CAROLINA

COUNTY OF WAKE

AMENDED AND RESTATED EMPLOYEE

DEFERRED COMPENSATION, CONSULTATION,

POST-RETIREMENT NON-COMPETITION

AND DEATH BENEFIT AGREEMENT

THIS AGREEMENT is made, entered into and effective as of the 1^st day of March, 2004, by and between FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation with its principal office in Raleigh, North Carolina (“Employer”) and FRANK B. HOLDING, JR. (“Employee”);

W I T N E S S E T H

WHEREAS, Employee is an employee of Employer who has provided guidance, leadership and direction in the growth, management and development of Employer and has learned trade secrets, confidential procedures and information, and technical and sensitive plans of Employer; and,

WHEREAS, Employer desires to limit Employee’s availability to other employers or entities which are in competition with Employer following Employee’s retirement from employment with Employer; and,

WHEREAS, Employer has offered to Employee a non-competition arrangement and a deferred compensation/consultation arrangement together with a death benefit arrangement for Employee’s designated beneficiary or estate, as applicable, and the parties hereto have reached an agreement concerning those arrangements and other matters contained herein and desire to set forth the terms and conditions thereof.

NOW, THEREFORE, for and in consideration of the mutual promises and undertakings herein set forth, Employee and Employer hereby agree as follows:

1. Deferred Compensation/Consultation Payments. Following Employee’s “Retirement” (as defined below) from his employment with Employer on or before the Retirement Date (as defined below), Employer shall pay to Employee the sum of Three Thousand Ninety-One and 52/100 Dollars ($3,091.52) per month, beginning not later than two months after Employee’s Retirement, for a period of ten years following Employee’s Retirement or until his death, whichever first occurs (“Deferred Compensation/Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation

Services have been utilized by Employer. Except as set forth below, Deferred Compensation/Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any applicable on said compensation.

For and in consideration of said monthly Deferred Compensation/Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder.

Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that his rights and privileges and his obligations are as provided in this Agreement as to matters covered herein.

Notwithstanding the foregoing, if Employer determines that the Deferred Compensation/Consulting Payments will constitute deferred compensation rather than payments for Consultation Services, such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, which apply to deferred compensation under the applicable tax law.

If Employee should die during the ten-year period during which Deferred Compensation/Consultation Payments are being made under this Paragraph 1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 3 of this Agreement.

As used in this Agreement, the term “Retirement” shall mean a termination of Employee’s employment with Employer which is treated as a “retirement” under the terms of Employer’s defined benefit pension plan, and which occurs no later than the last day of the calendar month in which Employee attains the age of sixty-five (65) (the “Retirement Date”), or such other termination of Employee’s employment as Employer and Employee shall agree in writing to treat as “Retirement” for purposes of this Agreement. Employer and Employee hereby acknowledge that compulsory retirement is not enforceable except as provided

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by law. Employer and Employee further agree that no provision herein shall be construed as requiring Employee’s retirement except as may now or hereafter be permitted by law.

2. Non-competition Payments. Following Employee’s Retirement from his employment with Employer on or before the Retirement Date, Employer shall pay to Employee the sum of Nine Thousand Two Hundred Seventy-Four and 56/100 Dollars ($9,274.56) per month, beginning not later than two months after Employee’s Retirement, for a period of ten years following Employee’s Retirement or until his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments.

For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of the counties in which Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer.

Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or

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Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement.

If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 3 of this Agreement.

3. Continuation of Payments. Following Employee’s death during the original ten-year period of payments under Paragraphs 1 and 2 above, the sum of Twelve Thousand Three Hundred Sixty-Six and 08/100 Dollars ($12,366.08) per month shall be paid to such individual or individuals as Employee shall have designated in writing as his beneficiary(ies) as provided in Paragraph 11 below or, in the absence of such designation, to Employee’s estate, as applicable, beginning the first calendar month following the date of Employee’s death and continuing thereafter until the expiration of said original ten-year period. Once the Deferred Compensation/Consultation Payments and Non-competition Payments have begun, whether paid by Employer or as otherwise provided herein, the maximum payment period under this Agreement shall be ten years. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments, if any, applicable on those payments.

4. Death Benefits. In the event Employee dies while employed by Employer prior to Employee’s Retirement Date, Employer will pay the sum of Twelve Thousand Three Hundred Sixty-Six and 08/100 Dollars ($12,366.08) per month for a period of ten years, to such individual or individuals as Employee shall have designated in writing as his beneficiary(ies) as provided in Paragraph 11 below or, in the absence of such designation, to Employee’s estate, as applicable. The first payment shall be made not later than two months following Employee’s death. Payments under this Paragraph 4 shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments, if any, applicable on those payments.

5. Forfeiture of Benefits. This Agreement is subject to termination by Employer at any time and without stated cause. In the event Employer shall terminate this Agreement, Employee shall forfeit all rights to receive any payment provided for herein. Likewise, in the event Employee’s employment is terminated, either voluntarily or involuntarily, for reasons other than his death or Retirement, Employee shall forfeit all rights to receive any payment provided for herein. Employee acknowledges and agrees that any benefit provided for

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herein is merely a contractual benefit and that nothing contained herein shall be construed as conferring upon Employee any vested benefits or any vested rights to receive any payment provided for herein and that any and all payments provided for herein shall be subject to a substantial risk of forfeiture until such time as said payments are actually made by Employer.

6. Claims Procedure. Any claim for benefits under this Agreement shall be made in writing to Employer. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Employer, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision.

Employer shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below.

The claimant may appeal the denial of his claim to Employer for a full and fair review. The claimant or his duly authorized representative may request a review upon written application to Employer, review pertinent documents, and submit issues and comments in writing. A claimant (or his duly authorized representative) shall request a review by filing a written application for review with Employer or its designee (the “Reviewer”) at any time within 60 days after receipt by the claimant of written notice of the denial of his claim.

The decision on review shall be made by the Reviewer, who may, in its or his discretion, hold a hearing on the denied claim; the Reviewer shall make this decision promptly, and not later than 60 days after Employer receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review.

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The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

7. Assignment of Rights; Spendthrift Clause. Neither Employee nor Employee’s estate or any designated beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payment hereunder. To the extent permitted by law, no benefits payable under this Agreement shall be subject to the claim of any creditor of Employee or Employee’s estate or any designated beneficiary, or to any legal process by any creditor of any such person.

8. Unfunded Plan. Employee and Employer do not intend that the amounts payable hereunder be held by Employer in trust or as a segregated fund for Employee or any other person entitled to payments hereunder. The benefits provided under this Agreement shall be payable solely from the general assets of Employer, and neither Employee nor any other person entitled to payments hereunder shall have any interest in any assets of Employer by virtue of this Agreement. Employer’s obligation under this Agreement shall be merely that of an unfunded and unsecured promise of Employer to pay money in the future. To the extent that this Agreement should be deemed to be a “pension plan,” Employee and Employer intend that it be unfunded for federal income tax purposes, as well as for Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

9. Payments and Funding. Any payments under this Agreement shall be independent of, and in addition to, those under any other plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to Employee or Employee’s designee by Employer. This Agreement shall not be construed as a contract of employment nor does it restrict the right of Employer to discharge Employee at will or the right of Employee to terminate his employment at will.

Employer may, in its sole discretion, purchase an insurance policy on the life of Employee to fund or assist in the funding of this Agreement. Employee agrees to promptly supply to Employer and its selected or prospective insurance carrier, upon request, any and all information requested, in order to enable the insurance carrier to evaluate the risks involved in providing the insurance requested by Employer. Any and all rights to any and all benefits under such insurance policy on the life of Employee shall be solely the property of Employer and all proceeds of such policy shall be payable by the insurer solely to Employer, as owner of such policy. Employee specifically waives any rights in any insurance policy on Employee’s life owned by Employer pursuant to this Agreement. Such policy shall not serve in any way as security to Employee for Employer’s performance under this Agreement. The rights

6

accruing to Employee or any designee hereunder shall be solely those of an unsecured creditor of Employer and shall be subordinate to the rights of the depositors of Employer.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary(ies) or Employee’s estate at any time by the purchase of an annuity from a reputable insurance or similar company authorized to do, and doing, business in North Carolina and the assignment of the rights under said annuity to the benefit of Employee, Employee’s designated beneficiary(ies) or Employee’s estate. If this option is exercised by Employer, all rights accruing to Employee, Employee’s designated beneficiary(ies) or Employee’s estate hereunder shall be governed solely by the annuity contract and any election made under said annuity contract; and Employer shall be fully discharged from any further liabilities to Employee, Employee’s designated beneficiary(ies) or Employee’s estate under this Agreement.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary(ies) or Employee’s estate at any time by determining the present value of the payments due hereunder, said amount to be determined by the use of the U.S. Government bond rate for the nearest year applicable to the time of the payments due hereunder for the present value computation, and once determined, by payment of said amount in a lump sum to Employee, Employee’s designated beneficiary(ies) or Employee’s estate, as applicable.

10. Survivor Annuities and QDROs. Nothing contained in this Agreement is intended to give or shall give any spouse or former spouse of Employee or any other person any right to benefits under this Agreement by virtue of sections 401(a)(11) and 417 of the Internal Revenue Code (relating to qualified preretirement survivor annuities and qualified joint and survivor annuities) or Internal Revenue Code sections 401(a)(13)(B) and 414(p) (relating to qualified domestic relations orders).

11. Designation of Beneficiary(ies). In order to designate one or more beneficiaries as described in Paragraph 3 or 4 above, Employee shall file a written designation with Employer in the form attached as Exhibit A this Agreement. Each such designation shall specify, by name(s), the person(s) to whom any amounts payable under this Agreement shall be paid following Employee’s death. From time to time, Employee may change or revoke a beneficiary designation without the consent of the beneficiary(ies) by filing a new beneficiary designation form with Employer, and the filing of a new designation form automatically shall revoke any and all designation forms previously filed with Employer. A beneficiary designation form not properly filed with Employer prior to Employee’s death shall be of no force or effect under this Agreement.

Subject to reasonable restrictions imposed by Employer and to Employer’s right to refuse to accept such a designation for reasons satisfactory to it, Employee may designate

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more than one beneficiary and/or alternative or contingent beneficiaries, in which case Employee’s designation form shall specify the relative shares and terms and conditions upon which amounts shall be paid to such multiple or alternative or contingent beneficiaries.

If, at the time of Employee’s death, (i) no beneficiary designation is on file with Employer, (ii) no beneficiary designated by Employee has survived Employee, or (iii) there are other circumstances not covered by the beneficiary designation form on file with Employer, then Employee’s estate conclusively shall be deemed to be the beneficiary designated to receive any amounts then remaining payable to Employee under this Agreement.

In making all determinations regarding Employee’s beneficiary, the latest designation form filed by Employee with Employer shall control, and all changes in circumstances that occur after the filing of that designation shall be ignored. For example, if Employee’s spouse is designated as beneficiary in the latest designation filed by Employee but, thereafter, is divorced from Employee, such designation shall remain valid until and unless Employee files a later beneficiary designation form with Employer naming a different beneficiary.

Any check for a payment under this Agreement that is issued on or before the date of Employee’s death shall remain payable to Employee and shall be handled accordingly, whether or not the check actually is received by Employee prior to death. Any check issued after the date of Employee’s death shall be the property of Employee’s beneficiary(ies) determined in accordance with this Paragraph 11.

12. Named Fiduciary and Administrator. (The purpose of this Paragraph is to comply with ERISA in the event any portion of the Plan is subject to ERISA.) The named fiduciary shall be Employer. The named fiduciary shall have the authority to control and manage the operation and administration of this Agreement. The administration of this Agreement shall be under the supervision of a director, officer or employee of Employer (hereinafter referred to as the “Administrator”) designated by the Board of Directors of Employer. It shall be a principal duty of the Administrator to see that this Agreement is carried out in accordance with its terms.

13. Suicide. In the event Employee commits suicide within two years of the execution of this Agreement, all payments provided for herein to be paid to Employee’s designated beneficiary or Employee’s estate shall be forfeited.

14. Binding Effect. This Agreement shall be binding upon Employee, his heirs, personal representatives and assigns, and upon Employer, its successors and assigns.

15. Amendment of Agreement. This Agreement may not be altered, amended or revoked except by a written agreement signed by Employer and Employee.

16. Interpretation. Where appropriate in this Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine.

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17. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were not contained herein.

18. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina.

19. Termination of Prior Agreement. This Agreement replaces in its entirety that certain Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement dated as of January 23, 1995, as amended, by and between Employer and Employee, together with all amendments thereto (the “Prior Agreement”). The Prior Agreement is hereby terminated, and shall have no further force or effect.

IN TESTIMONY WHEREOF, Employer has caused this Agreement to be executed in its corporate name by its President, and attested by its Secretary/Assistant Secretary, all by the authority of its Board of Directors duly given, and Employee has hereunto set his hand and adopted as his seal the typewritten word “SEAL” appearing beside his name, as of the day and year first above written.

FIRST-CITIZENS BANK & TRUST COMPANY
By:	/s/ LOU JONES DAVIS

ATTEST:

/s/ DELORES T. TEEL

Secretary/Assistant Secretary

/s/ FRANK B. HOLDING, JR.	(SEAL)
Frank B. Holding, Jr.

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EX-10.5

Exhibit 10.5

STATE OF FLORIDA

COUNTY OF LEE

AMENDED AND RESTATED EMPLOYEE

DEFERRED COMPENSATION, CONSULTATION,

POST-RETIREMENT NON-COMPETITION

AND DEATH BENEFIT AGREEMENT

THIS AGREEMENT is made, entered into and effective as of the 4th day of March, 2004, by and between ATLANTIC STATES BANK, a federal savings association with its principal office in Fort Meyers, Florida (“Employer”) and JAMES M. PARKER (“Employee”);

W I T N E S S E T H

WHEREAS, Employee is an employee of Employer who has provided guidance, leadership and direction in the growth, management and development of Employer and has learned trade secrets, confidential procedures and information, and technical and sensitive plans of Employer; and,

WHEREAS, Employer desires to limit Employee’s availability to other employers or entities which are in competition with Employer following Employee’s retirement from employment with Employer; and,

WHEREAS, Employer has offered to Employee a non-competition arrangement and a deferred compensation/consultation arrangement together with a death benefit arrangement for Employee’s designated beneficiary or estate, as applicable, and the parties hereto have reached an agreement concerning those arrangements and other matters contained herein and desire to set forth the terms and conditions thereof.

NOW, THEREFORE, for and in consideration of the mutual promises and undertakings herein set forth, Employee and Employer hereby agree as follows:

1. Deferred Compensation/Consultation Payments. Following Employee’s “Retirement” (as defined below) from his employment with Employer on or before the Retirement Date (as defined below), Employer shall pay to Employee the sum of Two Thousand Eight Hundred Seventy-Four and 37/100 Dollars ($2,874.37) per month, beginning not later than two months after Employee’s Retirement, for a period of ten years following Employee’s Retirement or until his death, whichever first occurs (“Deferred Compensation/Consultation Payments”). Such monthly payments shall be paid for and in consideration of Employee’s support, sponsorship, advisory and other services provided to Employer (“Consultation Services”); such sum to be payable to Employee whether or not Employee’s Consultation Services have been utilized by Employer. Except as set forth below,

Deferred Compensation/Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any applicable on said compensation.

For and in consideration of said monthly Deferred Compensation/Consultation Payments to Employee, Employee will provide Consultation Services as an independent contractor to Employer, as and when Employer may request, which services may be provided with respect to all phases of Employer’s business and particularly those phases in which Employee has particular expertise and knowledge. Employee’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Employee is reasonably available and willing. Employer shall make available to Employee such office space and equipment as are reasonably necessary for Employee to carry out the obligations under this Agreement and shall reimburse Employee for any extraordinary expenses incurred in carrying out the obligations hereunder.

Effective as of Employee’s Retirement date, Employee and Employer agree that Employee shall be, under the terms of this Agreement, an independent contractor, and Employee agrees that his rights and privileges and his obligations are as provided in this Agreement as to matters covered herein.

Notwithstanding the foregoing, if Employer determines that the Deferred Compensation/Consulting Payments will constitute deferred compensation rather than payments for Consultation Services, such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, which apply to deferred compensation under the applicable tax law.

If Employee should die during the ten-year period during which Deferred Compensation/Consultation Payments are being made under this Paragraph 1, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 3 of this Agreement.

As used in this Agreement, the term “Retirement” shall mean a termination of Employee’s employment with Employer which is treated as a “retirement” under the terms of Employer’s defined benefit pension plan, and which occurs no later than the last day of the calendar month in which Employee attains the age of sixty-five (65) (the “Retirement Date”), or such other termination of Employee’s employment as Employer and Employee shall agree in writing to treat as “Retirement” for purposes of this Agreement. Employer and Employee hereby acknowledge that compulsory retirement is not enforceable except as provided

2

by law. Employer and Employee further agree that no provision herein shall be construed as requiring Employee’s retirement except as may now or hereafter be permitted by law.

2. Non-competition Payments. Following Employee’s Retirement from his employment with Employer on or before the Retirement Date, Employer shall pay to Employee the sum of Eight Thousand Six Hundred Twenty-Three and 11/100 Dollars ($8,623.11) per month, beginning not later than two months after Employee’s Retirement, for a period of ten years following Employee’s Retirement or until his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments.

For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of the counties in which Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer.

Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or

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Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement.

If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 3 of this Agreement.

3. Continuation of Payments. Following Employee’s death during the original ten-year period of payments under Paragraphs 1 and 2 above, the sum of Eleven Thousand Four Hundred Ninety-Seven and 48/100 Dollars ($11,497.48) per month shall be paid to such individual or individuals as Employee shall have designated in writing as his beneficiary(ies) as provided in Paragraph 11 below or, in the absence of such designation, to Employee’s estate, as applicable, beginning the first calendar month following the date of Employee’s death and continuing thereafter until the expiration of said original ten-year period. Once the Deferred Compensation/Consultation Payments and Non-competition Payments have begun, whether paid by Employer or as otherwise provided herein, the maximum payment period under this Agreement shall be ten years. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments, if any, applicable on those payments.

4. Death Benefits. In the event Employee dies while employed by Employer prior to Employee’s Retirement Date, Employer will pay the sum of Eleven Thousand Four Hundred Ninety-Seven and 48/100 Dollars ($11,497.48) per month for a period of ten years, to such individual or individuals as Employee shall have designated in writing as his beneficiary(ies) as provided in Paragraph 11 below or, in the absence of such designation, to Employee’s estate, as applicable. The first payment shall be made not later than two months following Employee’s death. Payments under this Paragraph 4 shall be payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments, if any, applicable on those payments.

5. Forfeiture of Benefits. This Agreement is subject to termination by Employer at any time and without stated cause. In the event Employer shall terminate this Agreement, Employee shall forfeit all rights to receive any payment provided for herein. Likewise, in the event Employee’s employment is terminated, either voluntarily or involuntarily, for reasons other than his death or Retirement, Employee shall forfeit all rights to receive any payment provided for herein. Employee acknowledges and agrees that any benefit provided for

4

herein is merely a contractual benefit and that nothing contained herein shall be construed as conferring upon Employee any vested benefits or any vested rights to receive any payment provided for herein and that any and all payments provided for herein shall be subject to a substantial risk of forfeiture until such time as said payments are actually made by Employer.

6. Claims Procedure. Any claim for benefits under this Agreement shall be made in writing to Employer. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by Employer, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision.

Employer shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (i) specific reasons for the denial; (ii) specific reference to pertinent provisions upon which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Agreement’s claims review procedure as set forth below.

The claimant may appeal the denial of his claim to Employer for a full and fair review. The claimant or his duly authorized representative may request a review upon written application to Employer, review pertinent documents, and submit issues and comments in writing. A claimant (or his duly authorized representative) shall request a review by filing a written application for review with Employer or its designee (the “Reviewer”) at any time within 60 days after receipt by the claimant of written notice of the denial of his claim.

The decision on review shall be made by the Reviewer, who may, in its or his discretion, hold a hearing on the denied claim; the Reviewer shall make this decision promptly, and not later than 60 days after Employer receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review.

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The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

7. Assignment of Rights; Spendthrift Clause. Neither Employee nor Employee’s estate or any designated beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payment hereunder. To the extent permitted by law, no benefits payable under this Agreement shall be subject to the claim of any creditor of Employee or Employee’s estate or any designated beneficiary, or to any legal process by any creditor of any such person.

8. Unfunded Plan. Employee and Employer do not intend that the amounts payable hereunder be held by Employer in trust or as a segregated fund for Employee or any other person entitled to payments hereunder. The benefits provided under this Agreement shall be payable solely from the general assets of Employer, and neither Employee nor any other person entitled to payments hereunder shall have any interest in any assets of Employer by virtue of this Agreement. Employer’s obligation under this Agreement shall be merely that of an unfunded and unsecured promise of Employer to pay money in the future. To the extent that this Agreement should be deemed to be a “pension plan,” Employee and Employer intend that it be unfunded for federal income tax purposes, as well as for Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

9. Payments and Funding. Any payments under this Agreement shall be independent of, and in addition to, those under any other plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to Employee or Employee’s designee by Employer. This Agreement shall not be construed as a contract of employment nor does it restrict the right of Employer to discharge Employee at will or the right of Employee to terminate his employment at will.

Employer may, in its sole discretion, purchase an insurance policy on the life of Employee to fund or assist in the funding of this Agreement. Employee agrees to promptly supply to Employer and its selected or prospective insurance carrier, upon request, any and all information requested, in order to enable the insurance carrier to evaluate the risks involved in providing the insurance requested by Employer. Any and all rights to any and all benefits under such insurance policy on the life of Employee shall be solely the property of Employer and all proceeds of such policy shall be payable by the insurer solely to Employer, as owner of such policy. Employee specifically waives any rights in any insurance policy on Employee’s life owned by Employer pursuant to this Agreement. Such policy shall not serve in any way as security to Employee for Employer’s performance under this Agreement. The rights

6

accruing to Employee or any designee hereunder shall be solely those of an unsecured creditor of Employer and shall be subordinate to the rights of the depositors of Employer.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary(ies) or Employee’s estate at any time by the purchase of an annuity from a reputable insurance or similar company authorized to do, and doing, business in North Carolina and the assignment of the rights under said annuity to the benefit of Employee, Employee’s designated beneficiary(ies) or Employee’s estate. If this option is exercised by Employer, all rights accruing to Employee, Employee’s designated beneficiary(ies) or Employee’s estate hereunder shall be governed solely by the annuity contract and any election made under said annuity contract; and Employer shall be fully discharged from any further liabilities to Employee, Employee’s designated beneficiary(ies) or Employee’s estate under this Agreement.

Employer may, in its sole discretion, discharge its liabilities under this Agreement to Employee, Employee’s designated beneficiary(ies) or Employee’s estate at any time by determining the present value of the payments due hereunder, said amount to be determined by the use of the U.S. Government bond rate for the nearest year applicable to the time of the payments due hereunder for the present value computation, and once determined, by payment of said amount in a lump sum to Employee, Employee’s designated beneficiary(ies) or Employee’s estate, as applicable.

10. Survivor Annuities and QDROs. Nothing contained in this Agreement is intended to give or shall give any spouse or former spouse of Employee or any other person any right to benefits under this Agreement by virtue of sections 401(a)(11) and 417 of the Internal Revenue Code (relating to qualified preretirement survivor annuities and qualified joint and survivor annuities) or Internal Revenue Code sections 401(a)(13)(B) and 414(p) (relating to qualified domestic relations orders).

11. Designation of Beneficiary(ies). In order to designate one or more beneficiaries as described in Paragraph 3 or 4 above, Employee shall file a written designation with Employer in the form attached as Exhibit A this Agreement. Each such designation shall specify, by name(s), the person(s) to whom any amounts payable under this Agreement shall be paid following Employee’s death. From time to time, Employee may change or revoke a beneficiary designation without the consent of the beneficiary(ies) by filing a new beneficiary designation form with Employer, and the filing of a new designation form automatically shall revoke any and all designation forms previously filed with Employer. A beneficiary designation form not properly filed with Employer prior to Employee’s death shall be of no force or effect under this Agreement.

Subject to reasonable restrictions imposed by Employer and to Employer’s right to refuse to accept such a designation for reasons satisfactory to it, Employee may designate

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more than one beneficiary and/or alternative or contingent beneficiaries, in which case Employee’s designation form shall specify the relative shares and terms and conditions upon which amounts shall be paid to such multiple or alternative or contingent beneficiaries.

If, at the time of Employee’s death, (i) no beneficiary designation is on file with Employer, (ii) no beneficiary designated by Employee has survived Employee, or (iii) there are other circumstances not covered by the beneficiary designation form on file with Employer, then Employee’s estate conclusively shall be deemed to be the beneficiary designated to receive any amounts then remaining payable to Employee under this Agreement.

In making all determinations regarding Employee’s beneficiary, the latest designation form filed by Employee with Employer shall control, and all changes in circumstances that occur after the filing of that designation shall be ignored. For example, if Employee’s spouse is designated as beneficiary in the latest designation filed by Employee but, thereafter, is divorced from Employee, such designation shall remain valid until and unless Employee files a later beneficiary designation form with Employer naming a different beneficiary.

Any check for a payment under this Agreement that is issued on or before the date of Employee’s death shall remain payable to Employee and shall be handled accordingly, whether or not the check actually is received by Employee prior to death. Any check issued after the date of Employee’s death shall be the property of Employee’s beneficiary(ies) determined in accordance with this Paragraph 11.

12. Named Fiduciary and Administrator. (The purpose of this Paragraph is to comply with ERISA in the event any portion of the Plan is subject to ERISA.) The named fiduciary shall be Employer. The named fiduciary shall have the authority to control and manage the operation and administration of this Agreement. The administration of this Agreement shall be under the supervision of a director, officer or employee of Employer (hereinafter referred to as the “Administrator”) designated by the Board of Directors of Employer. It shall be a principal duty of the Administrator to see that this Agreement is carried out in accordance with its terms.

13. Suicide. In the event Employee commits suicide within two years of the execution of this Agreement, all payments provided for herein to be paid to Employee’s designated beneficiary or Employee’s estate shall be forfeited.

14. Binding Effect. This Agreement shall be binding upon Employee, his heirs, personal representatives and assigns, and upon Employer, its successors and assigns.

15. Amendment of Agreement. This Agreement may not be altered, amended or revoked except by a written agreement signed by Employer and Employee.

16. Interpretation. Where appropriate in this Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine.

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17. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were not contained herein.

18. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina.

19. Termination of Prior Agreement. This Agreement replaces in its entirety that certain Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement dated as of July 1, 2002, by and between Employer and Employee, (the “Prior Agreement”). The Prior Agreement is hereby terminated, and shall have no further force or effect.

IN TESTIMONY WHEREOF, Employer has caused this Agreement to be executed in its corporate name by its President, and attested by its Secretary/Assistant Secretary, all by the authority of its Board of Directors duly given, and Employee has hereunto set his hand and adopted as his seal the typewritten word “SEAL” appearing beside his name, as of the day and year first above written.

ATLANTIC STATES BANK
By:	/s/ KENNETH A. BLACK

ATTEST:

/s/ DELORES T. TEEL

Assistant Secretary

/s/ JAMES M. PARKER	(SEAL)
James M. Parker

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EX-21

Exhibit 21

Subsidiaries of the Registrant

Subsidiary	State or Jurisdiction of Incorporation
First-Citizens Bank & Trust Company	North Carolina
Atlantic States Bank	United States of America
FCB/NC Capital Trust I	Delaware
FCB/NC Capital Trust II	Delaware
American Guaranty Insurance Company	North Carolina
Neuse, Incorporated	North Carolina

On or about March 15, 2004, Atlantic States Bank will change its name to IronStone Bank.

EX-24

Exhibit 24

POWER OF ATTORNEY

WITNESSETH, that each of the undersigned directors of FIRST CITIZENS BANCSHARES, INC. (“BancShares”), a Delaware corporation, by his or her execution hereof, hereby constitutes and appoints ALEXANDER G. MACFADYEN, JR. and KENNETH A. BLACK, and each of them, with authority to act jointly or individually, as his or her true and lawful agents and attorneys-in-fact, and in his or her name, place and stead, to execute for him or her BancShares’ Annual Report on Form 10-K for the year ended December 31, 2003 (the “Annual Report”) to be filed by BancShares with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended, and any and all amendments to such Annual Report, and to file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Commission. Each of the undersigned hereby grants unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all the acts of each said attorney-in-fact which he or they may lawfully do in the premises or cause to be done by virtue hereof.

Signature	Title	Date
/s/ JOHN M. ALEXANDER, JR. John M. Alexander, Jr.	Director	February 23, 2004
/s/ CARMEN HOLDING AMES Carmen Holding Ames	Director	February 23, 2004
/s/ VICTOR E. BELL III Victor E. Bell III	Director	February 23, 2004
/s/ GEORGE H. BROADRICK George H. Broadrick	Director	February 23, 2004
/s/ HUBERT M. CRAIG III Hubert M. Craig III	Director	February 23, 2004
/s/ H. LEE DURHAM H. Lee Durham	Director	February 20, 2004
/s/ LEWIS M. FETTERMAN Lewis M. Fetterman	Director	February 27, 2004
/s/ FRANK B. HOLDING Frank B. Holding	Executive Vice Chairman	February 23, 2004

/s/ FRANK B. HOLDING, JR. Frank B. Holding, Jr.	President, Chief Administrative Officer and Director	February 23, 2004
/s/ LEWIS R. HOLDING Lewis R. Holding	Chairman and Chief Executive Officer	February 19, 2004
/s/ CHARLES B. C. HOLT Charles B. C. Holt	Director	February 23, 2004
/s/ JAMES B. HYLER, JR. James B. Hyler, Jr.	Director	February 17, 2004
/s/ GALE D. JOHNSON, M.D. Gale D. Johnson, M.D.	Director	February 21, 2004
/s/ FREEMAN R. JONES Freeman R. Jones	Director	February 23, 2004
/s/ LUCIUS S. JONES Lucius S. Jones	Director	February 23, 2004
/s/ JOSEPH T. MALONEY, JR. Joseph T. Maloney, Jr.	Director	February 20, 2004
/s/ ROBERT T. NEWCOMB Robert T. Newcomb	Director	February 21, 2004
/s/ LEWIS T. NUNNELEE II Lewis T. Nunnelee II	Director	February 17, 2004
/s/ C. RONALD SCHEELER C. Ronald Scheeler	Director	February 23, 2004
/s/ RALPH K. SHELTON Ralph K. Shelton	Director	February 27, 2004
/s/ R.C. SOLES, JR. R.C. Soles, Jr.	Director	February 23, 2004
/s/ DAVID L. WARD, JR. David L. Ward, Jr.	Director	February 23, 2004

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Lewis R. Holding, certify that:

1. I have reviewed this Annual Report on Form 10-K of First Citizens BancShares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 5, 2004

/s/ LEWIS R. HOLDING

Lewis R. Holding

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kenneth A. Black, certify that:

1. I have reviewed this Annual Report on Form 10-K of First Citizens BancShares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 5, 2004

/s/ KENNETH A. BLACK

Kenneth A. Black

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION

The undersigned hereby certifies that, to his or her knowledge, (i) the Form 10-K filed by First Citizens BancShares, Inc. (the “Issuer”) for the quarter ended December 31, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Issuer on the dates and for the periods presented therein.

March 5, 2004	/s/ LEWIS R. HOLDING
	Lewis R. Holding
	Chairman and Chief Executive Officer

/s/ KENNETH A. BLACK

Kenneth A. Black

Vice President and Chief Financial Officer