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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
December 31, 1997 0-16471
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For the fiscal year ended Commission File Number
FIRST CITIZENS BANCSHARES, INC.
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(Exact name of Registrant as specified in the charter)
Delaware 56-1528994
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
239 Fayetteville Street Mall
Raleigh, North Carolina 27601
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(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code: (919) 716-7000
Securities registered pursuant to:
Section 12(b) of the Act: None
Section 12(g) of the Act: Class A Common Stock, Par Value $1
Class B Common Stock, Par Value $1
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(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
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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. [ ]
Based on last reported sales prices on March 24, 1998, the aggregate market
value of the Registrant's voting stock held by nonaffiliates of the Registrant
as of such date was $635,233,000.
On March 24, 1998, there were 9,026,514 outstanding shares of the Registrant's
Class A Common Stock and 1,753,854 outstanding shares of the Registrant's Class
B Common Stock.
Portions of the Registrant's definitive Proxy Statement dated March 24, 1998 are
incorporated in Part III of this report, as is information contained in the 1997
Annual Report.
PART I
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Item 1. Business
First Citizens BancShares, Inc ("BancShares") was incorporated under the laws of
Delaware on August 7, 1986, to become the successor to First Citizens
Corporation ("FCC"), a North Carolina corporation that was the bank holding
company of First-Citizens Bank & Trust Company (the "Bank"), its banking
subsidiary. On October 21, 1986, FCC was merged into BancShares, and BancShares
became the sole shareholder of the Bank. The Bank 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.
The Bank is the fifth largest commercial bank in North Carolina based upon total
deposits. Its growth has been generated principally by acquisitions and de novo
branching that have occurred under the leadership of the R.P. Holding family. As
of December 31, 1997, the Bank operated 329 offices in North Carolina and
Virginia.
On September 1, 1994, BancShares acquired Bank of Marlinton, a West
Virginia-charted bank with headquarters in Marlinton, West Virginia. On June 1,
1995, BancShares acquired Bank of White Sulphur Spring ("WSS"), a West
Virginia-charted bank with headquarters in White Sulphur Springs, West Virginia.
On August 1, 1997, BancShares merged Marlinton into WSS to form First-Citizens
Bank & Trust Company. At December 31, 1997, the West Virginia bank operated four
offices and had $122.7 million in assets.
On April 28, 1997, BancShares opened Atlantic States Bank, a federally-chartered
thrift institution with offices in Raleigh, North Carolina and the metropolitan
Atlanta, Georgia area. Later during 1997, ASB announced its intention to extend
its branch network into southwestern Florida, specifically in the Fort Myers
area. At December 31, 1997, ASB had 7 offices with total assets of $119.6
million.
BancShares' executive offices are located at 239 Fayetteville Street, Raleigh,
North Carolina, 27601, and its telephone number is (919) 716-7000. At December
31, 1997, BancShares and its subsidiaries employed a full-time staff of 3,722
and a part-time staff of 852 for a total of 4,574 employees.
BancShares' principal assets are its investment in and receivables from its
banking subsidiaries. Its primary sources of income are dividends from the Bank
and interest income on its investment securities portfolio and funds loaned by
BancShares to the Bank. Certain legal restrictions exist regarding the ability
of the Bank to transfer funds to BancShares in the form of cash dividends or
loans. For information regarding these restrictions, see Note P of BancShares'
consolidated financial statements, contained in this report.
The 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, small business and consumer lending; a full-service trust
department; and other activities incidental to commercial banking. Bank
subsidiaries American Guaranty Insurance Company and Triangle Life Insurance
Company underwrite and sell various forms of credit-related insurance products.
Neuse, Incorporated ("Neuse"), owns many of the facilities in which the Bank
operates branches. First Citizens Investor Services, Inc., provides various
investment products, including annuities, discount brokerage services and
third-party mutual funds to customers. First-Citizens Bank, A Virginia
Corporation ("FCB-AVC") is the issuing and processing bank for BancShares'
retail credit cards. Various other subsidiaries are either inactive or not
material to BancShares' consolidated financial position or to consolidated net
income.
As of December 31, 1997, BancShares had consolidated assets of $8.95 billion,
consolidated deposits of $7.58 billion and shareholders' equity of $601.6
million. Table 6 includes information such as average assets, deposits,
shareholders' equity and interest-earning assets of BancShares for the five
years ended December 31, 1997. Rates of return on average assets and average
equity and the ratio of shareholders' equity to total assets for the last five
years are presented in Table 1 of this report.
PART I (CONTINUED)
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During 1994, Congress approved legislation that will allow adequately
capitalized and managed bank holding companies to acquire control of banks in
any state ("the Interstate Banking Law"). Acquisitions will be subject to
anti-trust provisions that limit the state and national deposits that may be
controlled by a single bank holding company. Under the Interstate Banking Law,
banks were permitted, beginning June 1, 1997, to merge across state lines,
subject to concentration, capital and Community Reinvestment Act requirements
and regulatory approval. Some states authorized mergers earlier than June 1,
1997, and states could enact restrictions on mergers prior to that date. The
Interstate Banking Law also allows states to permit out-of-state banks to open
new branches within their borders. The banks operate under the jurisdiction of
the Federal Deposit Insurance Corporation and the respective state or Federal
banking authorities and are subject to the laws administered by those
authorities and the rules and regulations thereunder.
As a registered bank holding company, BancShares is subject to the jurisdiction
of the Board of Governors of the Federal Reserve System. BancShares also is
registered as a bank holding company with the North Carolina Commissioner of
Banks and is subject to the regulations promulgated by the Commissioner. The
internal affairs of BancShares, including the rights of its shareholders, are
governed by Delaware law and by its Certificate of Incorporation and Bylaws.
BancShares files periodic reports under the Securities Exchange Act of 1934 and
is subject to the jurisdiction of the Securities and Exchange Commission.
During 1997, BancShares continued its efforts to address the issues related to
ensuring its systems will continue to operate reliably in 2000. BancShares has
devoted substantial attention and resources to this issue and continues its
efforts to identify and cure potentially-deficient areas. BancShares retained a
reputable advisor to help diagnose and make the required revisions to ensure
date-sensitive information will retain its integrity after the turn of the
century. BancShares has enacted a timetable that will result in its own systems
being corrected and tested prior to year 2000.
The responsibility for ensuring year 2000 compliance extends to governmental
agencies, businesses and customers who exchange information or services with
BancShares or are dependent on computer-generated information to meet their
contractual obligations with others. To the extent that these unaffiliated
organizations and customers are not successful in their compliance efforts and
BancShares is dependent on those organizations for information, services,
satisfaction of loan repayments or other contractual obligations, there are
uncertainties as to the ultimate impact that the year 2000 will have on
BancShares. BancShares continues to work with software vendors, suppliers,
sources and recipients of data and customers to determine the areas of exposure
that require attention.
BancShares will continue its efforts to identify and correct problems related to
year 2000 and to verify by testing that the solutions enacted will address the
consequences of the year 2000 on its own systems, and, to the extent possible,
those systems that provide information or are otherwise critical to BancShares'
business.
Item 2. Properties
As of December 31, 1997, BancShares owned land and/or office buildings in which
its operates offices at 221 locations. BancShares leases from Neuse 51 locations
that have office buildings located thereon in which the BancShares maintains
offices. In addition, BancShares leases 173 other locations. Additional
information relating to premises, equipment and lease commitments is set forth
in Note E of BancShares' consolidated financial statements.
PART I (CONTINUED)
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Item 3. Legal Proceedings
BancShares, the banks and various Bank 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 position.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
BancShares' Class A and Class B common stock is traded in the over-the-counter
market, and the Class A common stock is listed on the National Association of
Securities Dealers Automated Quotation National Market System under the symbol
FCNCA. Stock information for the two-year period ending December 31, 1997, is
presented in Table 17.
The per share cash dividends paid by BancShares during each quarterly period
during 1997 and 1996 are set forth in Table 17 of this report. A cash dividend
of 25 cents per share was declared by the Board of Directors on January 26,
1998, payable April 6, 1998, to holders of record as of March 16, 1998. 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.
Additional information is included on page 36 of Registrant's 1997 Annual
Report.
Item 6. Selected Financial Data
Information is included in Table 1 on page 17 of Registrant's 1997 Annual Report
in the table 'Financial Summary and Selected Average Balances and Ratios'.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Information is included on pages 17 through 36 of Registrant's 1997 Annual
Report
Item 8. Financial Statements and Supplementary Data
Information is included on the indicated pages of Registrant's 1997 Annual
Report:
Independent Auditors' Report 37
Consolidated Balance Sheets at December 31, 1997 and 1996 38
Consolidated Statements of Income for each of the years
in the three-year period ended December 31, 1997 39
Consolidated Statements of Changes in Shareholders' Equity for each
of the years in the three-year period ended December 31, 1997 40
Consolidated Statements of Cash Flows for each of the years in the
three-year period ended December 31, 1997 41
Notes to Consolidated Financial Statements 42-58
Quarterly Financial Summary for 1997 and 1996 34
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable
PART III
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Information required by Part III of this Report on Form 10-K is incorporated
herein by reference from the indicated pages of Registrant's definitive Proxy
Statement dated March 24, 1998, as follows:
Item 10. Directors and Executive Officers of the Registrant
Information found on pages 6-9 under the caption "Proposal 1: Election of
Directors" and 11 under the caption "Executive Officers."
Item 11. Executive Compensation
Information found on pages 8-9 under the caption "Directors' Fees and
Compensation;" 9 under the caption "Compensation Committee Interlocks and
Insider Participation;" 12-13 under the captions "Executive Compensation" and
"Pension Plan and Other Post-Retirement Benefits."
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information found on pages 2-6 under the captions "Principal Holders of Voting
Securities" and "Ownership of Securities by Management."
Item 13. Certain Relationships and Related Transactions
Information found on pages 8 under footnote (4) to the table under the caption
"Proposal 1: Election of Directors" and pages 14-15 under the caption
"Transactions with Management."
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1.Financial Statements. See Item 8
2. Financial Statement Schedules. All schedules are omitted as the
required information is either inapplicable or is presented in the consolidated
financial statements of the Registrant.
3. Exhibits. The following documents are attached hereto or
incorporated herein by reference as exhibits:
3.1 Certificate of Incorporation of the Registrant, as amended (incorporated
herein by reference to Exhibit 3.1 of the 1992 Annual Report to the SEC on Form
10-K)
3.2 Bylaws of the Registrant, as amended (incorporated herein by reference to
Exhibit 3.2 of the September 30, 1997 Report to the SEC on Form 10-Q)
4.1 Specimen of Registrant's Class A Common Stock certificate (incorporated
herein by reference to Exhibit 4.1 of the 1993 Annual Report to the SEC on Form
10-K)
4.2 Specimen of Registrant's Class B Common Stock certificate (incorporated
herein by reference to Exhibit 4.2 of the 1993 Annual Report to the SEC on Form
10-K)
*10.1 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the Third Amendment
of Employee Death Benefit and Post-Retirement Non-Competition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
First-Citizens Bank & Trust Company, and Lewis R. Holding (incorporated herein
by reference to Exhibit 10.1 of Registrant's 1993 Annual Report to the SEC on
Form 10-K)
*10.2 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the Third Amendment
of Employee Death Benefit and Post-Retirement Non-Competition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
First-Citizens Bank & Trust Company, and Frank B. Holding (incorporated herein
by reference to Exhibit 10.2 of Registrant's 1993 Annual Report to the SEC on
Form 10-K)
*10.3 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the Third Amendment
of Employee Death Benefit and Post-Retirement Non-Competition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
First-Citizens Bank & Trust Company, and James B. Hyler, Jr. (incorporated
herein by reference to Exhibit 10.3 of Registrant's 1993 Annual Report to the
SEC on Form 10-K)
*10.4 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 23, 1996, between Registrant's subsidiary,
First-Citizens Bank & Trust Company, and Frank B. Holding, Jr.(incorporated
herein by reference to Exhibit 10.4 of Registrant's 1994 Annual Report to the
SEC on Form 10-K)
*10.5 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement dated August 23, 1989, as amended by the Second Amendment
of Employee Death Benefit and Post-Retirement Noncompetition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
First-Citizens Bank & Trust Company, and James M. Parker (incorporated herein by
reference to Exhibit 10.8 of Registrant's 1993 Annual Report to the SEC on Form
10-K)
*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 (filed herewith)
PART IV (CONTINUED)
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*10.7 Consulting Agreement dated February 17, 1988, between Registrant's
subsidiary, First-Citizens Bank & Trust Company, and George H. Broadrick
(incorporated herein by reference to Exhibit 10.7 of the 1987 Annual Report to
the SEC on Form 10-K)
*10.9 Retirement Payment Agreement dated May 1, 1985, between First Federal
Savings and Loan Association, Hendersonville, North Carolina ("First Federal"),
and William McKay, which agreement was ratified by Registrant upon its
acquisition of First Federal (incorporated herein by reference to Exhibit 10.9
of the 1991 Annual Report to the SEC on Form 10-K)
*10.10 Retirement Payment Agreement dated August 1, 1987, between First Federal
and William McKay, which agreement was ratified by Registrant upon its
acquisition of First Federal (incorporated herein by reference to Exhibit 10.10
of the 1991 Annual Report to the SEC on Form 10-K)
*10.11 Employment Agreement dated August 4, 1995, between Registrant's
subsidiary, First-Citizens Bank & Trust Company, and Brent D. Nash (incorporated
herein by reference to Exhibit 10.11 of the 1994 Annual Report to the SEC on
Form 10-K)
*10.12 Retirement Payment Agreement dated August 8, 1991, between Edgecombe
Homestead and Loan Assn., Inc. ("Edgecombe"), and Brent D. Nash, which agreement
was ratified by Registrant upon its acquisition of Edgecombe (incorporated
herein by reference to Exhibit 10.12 of the 1994 Annual Report to the SEC on
Form 10-K)
*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
Commission 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 Commission on November
16, 1994 (Registration No. 33-86286)
*10.15 Article V Section 5.4.a of the Agreement and Plan of Reorganization and
Merger By and Between Allied Bank Capital, Inc. and First Citizens BancShares,
Inc., dated August 7, 1996, located at page I-47 of Registrant's S-4
Registration Statement filed with the Commission on September 28, 1995
(Registration No. 33-63009)
13 Registrant's Annual Report to Shareholders for the year ended
December 31, 1997 (filed herewith)
22 Subsidiaries of the Registrant (filed herewith)
27 Financial Data Schedule (filed herewith)
99 Registrant's definitive Proxy Statement dated March 24, 1998
(filed pursuant to Rule 14a-6(c))
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* Denotes a management contract or compensation plan or arrangement in which an
executive officer or director of Registrant participates.
(b) Reports on Form 8-K. During the fourth quarter of 1997 the
Registrant filed no Form 8-K Current Reports.
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 20, 1998 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 20, 1998.
Signature Title Date
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/s/Lewis R. Holding Chairman and Chief March 20, 1998
- ---------------------------------------------- Executive Officer
Lewis R. Holding (principal executive
officer)
/s/Frank B. Holding Executive Vice Chairman March 20, 1998
- ----------------------------------------------
Frank B. Holding
/s/James B. Hyler, Jr. Vice Chairman March 20, 1998
- ----------------------------------------------
James B. Hyler, Jr.
/s/Frank B. Holding, Jr. President March 20, 1998
- ----------------------------------------------
Frank B. Holding, Jr.
/s/Kenneth A. Black Vice President, March 20, 1998
- ---------------------------------------------- Treasurer, and Chief
Kenneth A. Black Financial Officer
(principal financial
and accounting officer)
Signature Title Date
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/s/John M. Alexander, Jr. Director March 20, 1998
- ----------------------------------------------
John M. Alexander, Jr.
- ---------------------------------------------- Director
Ted L. Bissett
/s/B. Irvin Boyle Director March 20, 1998
- ----------------------------------------------
B. Irvin Boyle
/s/George H. Broadrick Director March 20, 1998
- ----------------------------------------------
George H. Broadrick
/s/Betty M. Farnsworth Director March 20, 1998
- ----------------------------------------------
Betty M. Farnsworth
/s/Lewis M. Fetterman Director March 20, 1998
- ----------------------------------------------
Lewis M. Fetterman
/s/Carmen P. Holding Director March 20, 1998
- ----------------------------------------------
Carmen P. Holding
Signature Title Date
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/s/Charles B.C. Holt Director March 20, 1998
- ----------------------------------------------
Charles B.C. Holt
/s/Edwin A. Hubbard Director March 20, 1998
- ----------------------------------------------
Edwin A. Hubbard
/s/Gale D. Johnson Director March 20, 1998
- ----------------------------------------------
Gale D. Johnson
/s/Freeman R. Jones Director March 20, 1998
- ----------------------------------------------
Freeman R. Jones
/s/Lucius S. Jones Director March 20, 1998
- ----------------------------------------------
Lucius S. Jones
Joseph T. Maloney, Jr. Director March 20, 1998
- ----------------------------------------------
Joseph T. Maloney, Jr.
/s/J. Claude Mayo, Jr. Director March 20, 1998
- ----------------------------------------------
J. Claude Mayo, Jr.
Signature Title Date
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/s/William McKay Director March 20, 1998
- ----------------------------------------------
William McKay
/s/Brent D. Nash Director March 20, 1998
- ----------------------------------------------
Brent D. Nash
/s/Lewis T. Nunnelee, II Director March 20, 1998
- ----------------------------------------------
Lewis T. Nunnelee, II
/s/Talbert O. Shaw Director March 20, 1998
- ----------------------------------------------
Talbert O. Shaw
/s/R. C. Soles, Jr. Director March 20, 1998
- ----------------------------------------------
R. C. Soles, Jr.
/s/David L. Ward, Jr. Director March 20, 1998
- ----------------------------------------------
David L. Ward, Jr.
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
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3.1 Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1 of the 1992
Annual Report to the SEC on Form 10-K) -
3.2 Bylaws of the Registrant, as amended (incorporated herein by reference
to Exhibit 3.2 of the September 30, 1997 Report to the SEC on Form 10-Q) -
4.1 Specimen of Registrant's Class A Common Stock certificate (incorporated
herein by reference to Exhibit 4.1 of the 1993 Annual Report to the SEC
on Form 10-K) -
4.2 Specimen of Registrant's Class B Common Stock certificate (incorporated
herein by reference to Exhibit 4.2 of the 1993 Annual Report to the SEC
on Form 10-K) -
10.1 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the
Third Amendment of Employee Death Benefit and Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens Bank & Trust Company,
and Lewis R. Holding (incorporated herein by reference to Exhibit 10.1
of the 1993 Annual Report to the SEC on Form 10-K) -
10.2 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the
Third Amendment of Employee Death Benefit and Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens Bank & Trust Company,
and Frank B. Holding (incorporated herein by reference to Exhibit 10.2
of the 1993 Annual Report to the SEC on Form 10-K) -
10.3 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the
Third Amendment of Employee Death Benefit and Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens Bank & Trust Company,
and James B. Hyler, Jr. (incorporated herein by reference to Exhibit 10.3
of the 1993 Annual Report to the SEC on Form 10-K) -
10.4 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 23, 1995, between
Registrant's subsidiary, First-Citizens Bank & Trust Company, and
Frank B. Holding, Jr. (incorporated herein by reference to Exhibit 10.4
of the 1994 Annual Report to the SEC on Form 10-K) -
EXHIBIT INDEX (CONTINUED)
Exhibit Sequential
Number Description of Exhibit Page Number
- ---------------------------------------------------------------------------------------------------------------
10.5 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated August 23, 1989, as amended by the
Second Amendment of Employee Death Benefit and Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens Bank & Trust Company,
and James M. Parker (incorporated herein by reference to Exhibit 10.8
of the 1993 Annual Report to the SEC on Form 10-K) -
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 (filed herewith) 16
10.7 Consulting Agreement dated February 17, 1988, between Registrant's
subsidiary, First-Citizens Bank & Trust Company, and George H.
Broadrick (incorporated herein by reference to Exhibit 10.7 of the
1987 Annual Report to the SEC on Form 10-K) -
10.9 Retirement Payment Agreement dated May 1, 1985, between First Federal
and William McKay, which agreement was ratified by Registrant
upon its acquisition of First Federal (incorporated herein by reference
to Exhibit 10.9 of the 1991 Annual Report to the SEC on Form 10-K) -
10.10 Retirement Payment Agreement dated August 1, 1987, between First
Federal Savings Bank and William McKay, which agreement was ratified
by Registrant upon its acquisition of First Federal (incorporated
herein by reference to Exhibit 10.10 of the 1991 Annual Report to
the SEC on Form 10-K) -
10.11 Employment Agreement dated August 4, 1995, between Registrant's
subsidiary, First-Citizens Bank & Trust Company, and Brent D. Nash
(incorporated herein by reference to Exhibit 10.10 of the 1994 Annual
Report to the SEC on Form 10-K) -
10.12 Retirement Payment Agreement dated August 8, 1991, between Edgecombe
Homestead and Loan Assn., Inc. ("Edgecombe"), and Brent D. Nash, which
agreement was ratified by Registrant upon its acquisition of Edgecombe
(incorporated herein by reference to Exhibit 10.10 of the 1994 Annual
Report to the SEC on Form 10-K) -
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, 1994,
located at page II-38 of Registrant's S-4 Registration Statement filed with
the Commission on December 19, 1994 (Registration No. 33-84514) -
EXHIBIT INDEX (CONTINUED)
Exhibit Sequential
Number Description of Exhibit Page Number
- ---------------------------------------------------------------------------------------------------------------
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, 1994, located at page I-36 of
Registrant's S-4 Registration Statement filed with the Commission on
November 16, 1994 (Registration No. 33-86286) -
10.15 Article V Section 5.4.a of the Agreement and Plan of Reorganization and Merger
By and Between Allied Bank Capital, Inc. and First Citizens BancShares, Inc., dated
August 7, 1995, located at page I-47 of Registrant's S-4 Registration Statement
filed with the Commission on September 28, 1995 (Registration No. 33-63009) -
13 Registrant's 1997 Annual Report for the year ended December 31, 1997
(filed herewith) 22
22 Subsidiaries of the Registrant (filed herewith) 64
27 Financial Data Schedule 65
99 Registrant's definitive Proxy Statement dated March 24, 1998
(filed pursuant to Rule 14a-6(c)) -