FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA INC
DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>5
<FILENAME>dex106.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>


                                                                    Exhibit 10.6




                         THE DEFERRED COMPENSATION PLAN
                                       OF
                      FIRST-CITIZENS BANK AND TRUST COMPANY
                                 SOUTH CAROLINA


                                TABLE OF CONTENTS

Preamble.......................................................................1

                                    ARTICLE 1
                    REFERENCES, CONSTRUCTION, AND DEFINITIONS

1.1........................................................Adjustment Date     2
1.2..............................................................Affiliate     2
1.3............................................Authorized Leave of Absence     2
1.4 ..................................................................Bank     2
1.5............................................................Beneficiary     2
1.6..................................................................Board     2
1.7...................................................................Code     2
1.8..............................................................Committee     2
1.9..............................................................Deferrals     2
1.10.................................................Disability Retirement     3
1.11......................................................Early Retirement     3
1.12........................................................Effective Date     3
1.13..............................................................Employee     3
1.14.....................................Employer Discretionary Allocation     3
1.15.................................................................ERISA     3
1.16..............................................................Interest     3
1.17.....................................................Normal Retirement     3
1.18.................................................Normal Retirement Age     3
1.19...........................................................Participant     3
1.20.................................................Participating Company     3
1.21..................................................................Plan     4
1.22.............................................................Plan Year     4
1.23....................................................Retirement Account     4
1.24............................................................Retirement     4
1.25................................................................Salary     4
1.26..............................................Salary Deferral Election     4
1.27...............................................................Service     4
1.28.............................................................Severance     4
1.29......................................................Surviving Spouse     4
1.30.............................................Termination of Employment     4
1.31......................................................Total Disability     5

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                                    ARTICLE 2
                          ELIGIBILITY AND PARTICIPATION

2.1............................................................Eligibility     5
2.2..........................................................Participation     5
2.3..............................................Duration of Participation     5

                                    ARTICLE 3
                          ACCUMULATION OF PLAN BENEFITS

3.1.....................................................Deferral Elections     6
3.2.....................................Employer Discretionary Allocations     6
3.3...............................................................Interest     7

                                    ARTICLE 4
                               RETIREMENT BENEFITS

4.1.................................................The Retirement Benefit     7
4.2...........................................................Reemployment    10
4.3..................................................................Death    10
4.4................................Payment of Plan Benefits Upon Severance    11

                                    ARTICLE 5
                                HARDSHIP PAYMENTS

5.1......................................................Hardship Payments    11

                                    ARTICLE 6
                                   ADJUSTMENTS

6.1...............................................................Accounts    11
6.2......................................Adjustments to Retirement Account    11

                                    ARTICLE 7
                                   CONDITIONS

7.1...................................................Faithful Performance    12
7.2........................................................Tax Law Changes    12


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                                    ARTICLE 8
                           ADMINISTRATION OF THE PLAN

8.1.....................................Powers and Duties of the Committee    12
8.2.................................................................Agents    13
8.3.......................................................Reports to Board    13
8.4.................................................Structure of Committee    13
8.5....................................Adoption of Procedures of Committee    13
8.6..............................................Instructions for Payments    13
8.7....................................................Claims for Benefits    14
8.8..................................................Mandatory Arbitration    14
8.9..........................................................Hold Harmless    14
8.10....................................................Service of Process    15

                                    ARTICLE 9
                          DESIGNATION OF BENEFICIARIES

9.1................................................Beneficiary Designation    15
9.2.......................................Failure to Designate Beneficiary    15

                                   ARTICLE 10
                       WITHDRAWAL OF PARTICIPATING COMPANY

10.1...................................Withdrawal of Participating Company    15
10.2..................................................Effect of Withdrawal    16

                                   ARTICLE 11
                      AMENDMENT OR TERMINATION OF THE PLAN

11.1..................................Right to Amend or Terminate the Plan    16
11.2................................................................Notice    16

                                   ARTICLE 12
                       GENERAL PROVISIONS AND LIMITATIONS

12.1......................................No Right to Continued Employment    17
12.2............................................Payment of Behalf of Payee    17
12.3.........................................................Nonalienation    17
12.4.........................................................Missing Payee    17
12.5..................................................Required Information    18
12.6............................................Cooperation of Participant    18
12.7...........................................No Trust or Funding Created    18
12.8........................................................Binding Effect    18
12.9...............................................Merger or Consolidation    18


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12.10..........................................................Entire Plan    19

                                    EXHIBITS

Salary Deferral Election.........................................Exhibit A
Beneficiary Designation Form.....................................Exhibit B




                         THE DEFERRED COMPENSATION PLAN
                                       OF
                      FIRST-CITIZENS BANK AND TRUST COMPANY
                                 SOUTH CAROLINA


                                    PREAMBLE



         The purpose of this Deferred Compensation Plan of First-Citizens Bank
and Trust Company of South Carolina (the "Plan") is to allow certain members of
the management team of First-Citizens Bank and Trust of South Carolina (the
"Bank") to defer the receipt of a portion of their compensation in excess of the
amount the eligible individual may otherwise be permitted to contribute to the
Bank's tax-qualified 401(k) plan. Further, the Bank may use this Plan to provide
further deferred compensation in the form of individually determined,
discretionary allocations for the benefit of certain management team members.

         The Bank establishes this Plan to further the economic interests of the
Bank and its affiliates by providing deferred compensation incentives to
selected management team members. This Plan is intended to enhance the long term
performance and retention of the management team members selected to participate
in this Plan.

         This Plan is a "top-hat" plan within the meaning of Section 201(2),
301(a)(3), and 401(a)(1) of the Employment Retirement Income Security Act of
1974, as amended (ERISA). As such, this Plan is subject to limited ERISA
reporting and disclosure requirements, and is exempt from all other ERISA
requirements. Distributions required or contemplated by this Plan or actions
required to be taken under this Plan shall not be construed as creating a trust
of any kind or a fiduciary relationship between the Bank and any Participant,
any Participants' designated beneficiary, or any other person. Should the Bank
set aside any funds or purchase any insurance contract on the life of any
Participant in anticipation of its obligations under the Plan, such fund or
insurance contract shall continue for all purposes to be a part of the general
funds of the Bank and no other person other than the Bank shall, by virtue of
the Plan or otherwise, have any interest in such funds or contract.


                                      -iv-

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                                    ARTICLE 1
                    REFERENCES, CONSTRUCTION AND DEFINITIONS

         Unless otherwise indicated, all references to articles, sections and
subsections shall be to the Plan as set forth in this document. The Plan and all
rights thereunder shall be construed and enforced in accordance with ERISA and,
to the extent that state law is applicable, the laws of the State of South
Carolina. The article titles and the captions preceding sections and subsections
have been inserted solely as a matter of convenience and in no way define or
limit the scope or intent of any provision. When the context so requires, the
singular includes the plural. Whenever used herein and capitalized, the
following terms have the respective meanings indicated unless the context
plainly requires otherwise.

1.1      "Adjustment Date" means the last day of each calendar month, and any
         other date specified by the Committee upon or as of which accounts are
         adjusted as set forth in Article 6.

1.2      "Affiliate" means any corporation with respect to which the Bank owns,
         directly or indirectly, more than 50 percent of the corporation's
         outstanding capital stock, and any other entity the Committee
         designates an Affiliate.

1.3      "Authorized Leave of Absence" means either (a) a leave of absence
         authorized by the Participating Company provided that the Employee
         returns within the period specified; or (b) an absence required to be
         considered an Authorized Leave of Absence by applicable law.

1.4      "Bank" means First-Citizens Bank and Trust Company of South Carolina or
         any entity which succeeds to its rights and obligations with respect to
         the Plan.

1.5      "Beneficiary" means the beneficiary or beneficiaries designated by a
         Participant pursuant to Article 9 to receive the benefits, if any,
         payable on behalf of the Participant under the Plan after the death of
         such Participant, or, when there has been no such designation or an
         invalid designation, the individual or entity, or the individuals or
         entities, who will receive such amount.

1.6      "Board" means the Board of Directors of the Bank.

1.7      "Code" means the Internal Revenue Code of 1986, as now in effect or as
         hereafter amended. All citations to sections of the Code are to such
         sections as they may from time to time be amended or renumbered.

1.8      "Committee" means the Committee provided for in Article 8 and
         responsible for administering the Plan.

1.9      "Deferrals" means amounts of Salary foregone pursuant to a Salary
         Deferral Election.

<PAGE>

1.10     "Disability Retirement" means, with respect to a Participant who incurs
         a Termination of Employment on account of Total Disability, the
         Participant shall be deemed to have taken Disability Retirement six
         months thereafter, provided the Participant's Total Disability
         continues until such Disability Retirement.

1.11     "Early Retirement" means Termination of Employment prior to Normal
         Retirement, other than on account of death or Disability Retirement,
         pursuant to a plan approved by the Board specifically allowing payment
         of benefits under this Plan upon such retirement under Section 4.1(e).

1.12     "Effective Date" means the date the provisions of this Plan become
         effective, January 1, 1998.

1.13     "Employee" means a person who is a common law employee of a
         Participating Company or an Affiliate.

1.14     "Employer Discretionary Allocation" means a dollar amount allocated to
         a Participant's Retirement Account pursuant to Plan Section 3.2.

1.15     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         now in effect or as hereafter amended. All citations to sections of
         ERISA are to such sections as they may from time to time be amended or
         renumbered.

1.16     "Interest" means, with respect to each Adjustment Date, the dollar
         amount of interest to be credited to the Participant's Retirement
         Account as provided in Article 6. The rate of Interest shall be
         determined in accordance with Plan Section 3.3.

1.17     "Normal Retirement" means Termination of Employment, other than on
         account of death, on or after the date the Participant attains Normal
         Retirement Age.

1.18     "Normal Retirement Age" means age 65.

1.19     "Participant" means any individual who commenced participation in the
         Plan as provided in Article 2 and who is either (a) an Employee, (b) a
         former Employee who is eligible for a benefit under the Plan, or (c) a
         former Employee whose employment terminated on account of Total
         Disability and who may later become eligible for a benefit under the
         Plan.

1.20     "Participating Company" means the Bank or an Affiliate which, by action
         of its board of directors or equivalent governing body and with the
         written consent of the Board, has adopted the Plan; provided that the
         Board may, subject to the foregoing provision, waive the requirement
         that such board of directors or equivalent governing body effect such
         adoption. By its adoption of or participation in the Plan, a
         Participating Company shall be deemed to appoint the Bank its exclusive
         agent to exercise on its behalf all of


                                      -6-

<PAGE>

         the power and authority conferred by the Plan upon the Bank and accept
         the delegation to the Committee of all the power and authority
         conferred upon it by the Plan. The authority of the Bank to act as such
         agent shall continue until the Plan is terminated as to the
         Participating Company. The term "Participating Company" shall be
         construed as if the Plan were solely the Plan of such Participating
         Company, unless the context plainly requires otherwise.

1.21     "Plan" means the Deferred Compensation Plan of First-Citizens Bank and
         Trust Company of South Carolina, as contained herein and as it may be
         amended from time to time hereafter.

1.22     "Plan Year" means the calendar year ending on each December 31st.

1.23     "Retirement Account" means, with respect to each Participant's
         Deferrals and Employer Discretionary Allocations (and Interest on such
         amounts), the separate bookkeeping account adjusted as of each
         Adjustment Date as provided in Section 6.2. The Retirement Account may
         also be referred to as the Retirement Benefit. Subaccounts shall be
         maintained within each Participant's Retirement Account.

1.24     "Retirement" means a Participant's Normal Retirement, Early Retirement,
         or Disability Retirement. The term "Retire" means the act of taking
         Retirement.

1.25     "Salary" means, with respect to an Employee, all cash compensation
         (exclusive of fringe and other employment benefits) payable by the
         Participating Company to the Employee for Service. Notwithstanding any
         provision in this Plan to the contrary, Salary shall include
         commissions.

1.26     "Salary Deferral Election" means the Participant's written election,
         made in accordance with Section 2.4, on the form provided by the
         Committee, to forgo the receipt of a stipulated amount of Salary.
         Amounts so foregone are called "Deferrals."

1.27     "Service" means employment with the Participating Company or any
         Affiliate. Notwithstanding any provision in the Plan to the contrary,
         periods of Total Disability constitute Service.

1.28     "Severance" means Termination of Employment other than on account of
         Retirement, death, or Total Disability.

1.29     "Surviving Spouse" means the survivor of a deceased Participant to whom
         such deceased Participant was legally married (as determined by the
         Committee) immediately before the Participant's death.

1.30     "Termination of Employment" means a Termination of Employment with the
         Participating Company or an Affiliate as determined by the Committee in
         accordance with reasonable standards and policies adopted by the
         Committee; provided, however,

                                      -7-

<PAGE>

         that the transfer of an Employee from employment by one Participating
         Company or an Affiliate to employment by another Participating Company
         or Affiliate shall not constitute a Termination of Employment; and
         provided further that a Termination of Employment shall occur on the
         earlier of (a) or (b) where:

         (a)      is the date as of which an Employee quits, is discharged,
                  terminates employment in connection with a disability
                  (including Total Disability), Retires or dies, and

         (b)      is the first day of absence of an Employee who fails to return
                  to employment at the expiration of an Authorized Leave of
                  Absence.

1.31     "Total Disability" means a condition due to bodily injury or mental or
         physical disease that prevents the Participant from performing the
         substantial and material duties of his or her normal occupation. The
         Committee, in the exercise of its sole and absolute discretion, shall
         determine, based on competent medical advice, whether the Participant
         is under a Total Disability. "Totally Disabled" means being under a
         Total Disability.


                                    ARTICLE 2
                          ELIGIBILITY AND PARTICIPATION

2.1      Eligibility. An Employee shall be eligible to become a Participant in
         the Plan if the Employee:

         (a)      is a member of the Participating Company's "select group of
                  management or highly compensated employees," as defined in
                  Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, as
                  amended; and

         (b)      is designated in writing by the Committee as eligible.

2.2      Participation. An Employee who is eligible under Plan Section 2.1 to
         become a Participant shall become a Participant upon:

         (a)      the execution and delivery of an election form under The
                  Capital Accumulation Plan for the Employees of First Citizens
                  Bank & Trust Company of South Carolina and Adopting Related
                  Parties (the "401(k) Plan") for the maximum amount allowed to
                  be contributed to the 401(k) Plan; and

         (b)      the execution and delivery of a Deferral Election under this
                  Plan.

         No Salary Deferral Election shall be valid until accepted by the
         Committee in the exercise of its sole and absolute discretion.
         Notwithstanding the preceding, an Employee who is eligible under Plan
         Section 2.1 and who receives an Employer Discretionary Allocation shall
         become a Participant when the Employer Discretionary Allocation is
         declared.


                                      -8-

<PAGE>

2.3      Duration of Participation. A Participant shall continue to be a
         Participant until the date the Participant is no longer entitled to a
         benefit under this Plan.

                                    ARTICLE 3
                          ACCUMULATION OF PLAN BENEFITS

3.1      Deferral Elections

         (a)      Procedures.

                  (1)      First Year of Participation. An Employee shall have
                           30 days following the date the Employee first becomes
                           eligible to participate in this Plan in which to
                           execute and deliver to the Committee a Salary
                           Deferral Election by which the Participant elects to
                           defer a stipulated amount of Salary to be earned
                           during the portion of the Plan Year remaining after
                           the Salary Deferral Election is made and which, but
                           for such Salary Deferral Election, would be paid to
                           the Participant.

                  (2)      Subsequent Years of Participation. Unless a longer
                           period is authorized under paragraph (1) above, an
                           eligible Employee shall have until December 31 of
                           each Plan Year to execute and deliver to the
                           Committee a Salary Deferral Election providing for
                           the Deferral of a stipulated amount of Salary to be
                           earned during the next Plan Year and which, but for
                           such Salary Deferral Election, would be paid to the
                           Participant.

         (b)      Maximum Deferrals. An eligible Employee is prohibited from
                  making any Deferral Election which would result in Deferrals
                  for a Plan Year in excess of 10% of Salary.

         (c)      Minimum Deferrals. An eligible Employee is prohibited from
                  making any Deferral Election which, in the determination of
                  the Committee, would result in Deferrals for a Plan Year of
                  less than $2,000. The foregoing notwithstanding, the
                  Committee, in the exercise of its discretion, may waive such
                  minimum Deferral requirement for any Participant with respect
                  to one or more Plan Years.

         Deferrals shall be accounted for in a separate subaccount of the
         Participant's Retirement Account.

3.2      Employer Discretionary Allocations. From time to time during the
         existence of the Plan, the Participating Company may, in its sole and
         absolute discretion, identify an Employee who is eligible under Plan
         Section 2.1(a) for an Employer Discretionary Allocation. In this case,
         the Participating Company shall declare in writing a dollar


                                      -9-

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         amount for the benefit of the Participant to be allocated to such
         Participant's Retirement Account as of a specific Allocation Date. The
         Employer Discretionary Allocations shall be accounted for in a separate
         subaccount of the Participant's Retirement Account.

 3.3     Interest. The Retirement Account of each Participant, shall accrue
         Interest. Interest shall separately accrue on the subaccounts
         maintained for Deferrals and Employer Discretionary Allocations. Also,
         Interest accrued on Deferrals and Employer Discretionary Allocations
         shall be maintained in separate subaccounts of the Retirement Account.
         The rate of Interest shall be, at the election of the Participant,
         either a fixed rate of interest or a floating rate of interest
         according to the following terms:

         (a)      Floating Interest Rate. A rate of interest that may be changed
                  prospectively from time to time, by written action of the
                  Board; or

         (b)      Fixed Interest Rate. A rate of interest that is fixed when the
                  Employee first becomes a Participant under Plan Section 2.2.
                  The fixed rate of interest shall be used for all purposes
                  under the Plan while the Participant or the Participant's
                  Beneficiary is entitled to a benefit under this Plan.

         A Participant must make a written irrevocable interest rate election
         under this Plan Section 3.3 no later than the sixtieth day following
         the Participant's participation in this Plan. If a Participant fails to
         make an interest rate election under this provision of the Plan, then
         the Participant shall be deemed to have elected an adjusting rate under
         subsection (a) above. The Plan's initial interest rate under
         subsections (a) and (b) above shall be 8.2% and shall remain in effect
         until changed by written action of the Board.


                                    ARTICLE 4
                            DISTRIBUTION OF BENEFITS

4.1      The Retirement Benefit

         (a)      Eligibility. Upon a Participant's Retirement, the
                  Participating Company shall pay the Participant the
                  "Retirement Benefit" described in this Section 4.1.

         (b)      Payment Method, Timing, and Amount. The normal form of
                  Retirement Benefit paid to a Participant who Retires from a
                  Participating Company or Affiliate shall be equal payments
                  from the Participant's Retirement Account in the form of a
                  10-year annuity calculated using the level payment method
                  described in Plan Section 4.1(c)(i) below. Payment of the
                  normal form of Retirement Benefit shall begin after Retirement
                  when directed by the Committee in the exercise of its sole and
                  absolute discretion, but in no event later than the last
                  working day of the second month following the month of the
                  Participant's Retirement (the "annuity starting date").
                  Payments shall continue on each

                                      -10-

<PAGE>

                  anniversary of the annuity starting date until 10 annual
                  payments have been made and no amount of benefit remains to
                  the credit of the Participant.

                           In lieu of the normal form of Retirement Benefit
                  (10-year annuity), a Participant may elect, prior to the
                  Participant's Retirement, in the manner and form required by
                  the Committee, to receive an optional form of Retirement
                  Benefit. Such election must be approved by the Committee and
                  shall be made during a period determined by the Committee but
                  not later than the last day of the calendar year prior to the
                  Participant's Retirement. Payment of an optional form of
                  Retirement Benefit other than a lump sum shall begin after
                  Retirement when directed by the Committee in the exercise of
                  its sole and absolute discretion, but in no event later than
                  the last working day of the second month following the month
                  of the Participant's Retirement (the "annuity starting date").
                  Payment of the Retirement Benefit in a lump sum shall be made
                  as described in Plan Section 4.5 regarding lump-sum payments
                  upon Severance. Subject to Section 4.1(f) below, the
                  Participant may select from one of the following optional
                  forms of Retirement Benefit:

                  (i)      Lump sum equal to the Participant's Retirement
                           Account;

                  (ii)     5-year annuity;

                  (iii)    15-year annuity;

                  (iv)     20-year annuity; and

                  (v)      Delayed annuity (which can include delayed lump-sum
                           payment).

                           All annuity benefits will be paid in annual payments
                  on the anniversary of the annuity starting date over the
                  selected term. In lieu of annual payments, a Participant may
                  elect to receive monthly payments which shall be calculated at
                  the beginning of each 12 month period based on the interest
                  rate in effect at that time pursuant to Plan Section 3.3. Any
                  balance remaining in the Participant's Retirement Account at
                  the end of the annuity period shall be paid with the last
                  payment.

         (c)      Determination of Annual Payments. A Retired Participant who
                  elects an annuity distribution alternative under Plan Section
                  4.1(b)(ii) through (v), the annual payment shall be determined
                  under one of the following two methods selected by the
                  Participant at the time the Participant elects to receive an
                  alternate form of payment:

                  (i)      Level Payment Method. The level payment method shall
                           calculate an annual payment amount required to
                           distribute the Participant's entire Retirement
                           Account in substantially equal annual amounts over
                           the

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<PAGE>

                           annuity period determined under Plan Section 4.1(b).
                           The level payment method shall use the following
                           formula:

                                Annual Retirement   =   AB x Annuity Factor
                                Distribution
                                            Where (1) AB is the Participant's
                           Retirement Account balance on the annuity starting
                           date (or subsequent anniversary thereof for
                           recalculation) and (2) the Annuity Factor is factor
                           determined by using the rate of Interest in effect on
                           the annuity starting date (or subsequent anniversary
                           thereof for recalculation) and the term of the
                           annuity determined under Plan Section 4.1(b). For
                           example, a Participant retires in year 1 with a
                           Retirement Account balance of $100,000 on the annuity
                           starting date. The rate of Interest in effect on the
                           annuity starting date is 8.5%. The Participant will
                           receive a 10 year annuity payout. The annual payments
                           to be made under the Plan shall be a level amount
                           calculated as follows:

                                    Account Balance           $          100,000
                                    Annuity Factor            x     0.1524077051
                                                              ------------------
                                    Annuity Payment           $           15,241
                                                              ==================

                                            The annuity payment determined under
                           this method shall be paid in annual installments on
                           the first annuity starting date and each subsequent
                           anniversary thereof. If the Participant has elected
                           the floating rate of Interest, the annuity payment
                           shall be recalculated on the anniversary date on the
                           Participant's annuity starting date next following
                           the change in the rate of Interest.

                  (ii)     Percentage of Retirement Account Balance Method. The
                           percentage of Retirement Account balance method shall
                           use the following formula:

                                    Annual Retirement   =   AB x (y)z)
                                    Distribution

                                    Where (1) AB is the Participant's Retirement
                           Account balance immediately before the distribution
                           including Interest since the last distribution; (2) y
                           is the number which represents the number of annuity
                           payments to date (including the current payment); (3)
                           z is the total number of annuity payments to be made
                           under the payment method selected under 4.1(b) above.
                           For example, a participant retires in Year 1 and
                           elects the normal form of Retirement Benefit. The
                           payment schedule would be as follows:

                           Year of Distribution            Distribution Fraction
                           --------------------            ---------------------
                                    1                           1/10 or 10%


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<PAGE>


                                    2                           2/10 or 20%
                                    3                           3/10 or 30%
                                    4                           4/10 or 40%
                                    5                           5/10 or 50%
                                    6                           6/10 or 60%
                                    7                           7/10 or 70%
                                    8                           8/10 or 80%
                                    9                           9/10 or 90%
                                    10                          10/10 or 100%

                           During the period over which the Retirement
                  distribution is being made under this method, Interest shall
                  accrue on the Retirement Account at the rate of Interest in
                  effect at the time of the Interest accrual.

         (d)      Period Certain Delayed Annuity Defined. A "delayed annuity"
                  means an annuity that begins no less than one year nor more
                  than 20 years after a Participant's Retirement in a form
                  allowed under Section 4.1(b) except that such annuity shall
                  not extend beyond the period ending 20 years after the
                  Participant's Retirement. Interest shall accrue during the
                  period that distributions are delayed.

         (e)      Early Retirement. The Committee shall have the sole and
                  absolute discretion to allow, from time to time, the payment
                  of a Participant's Retirement Benefits upon Early Retirement.
                  The Committee shall determine the eligibility requirements for
                  such Early Retirement benefits including, but not limited to,
                  age, length of service and any division, group, location or
                  individual which qualifies for Early Retirement.

         (f)      Committee Discretion. Notwithstanding the other provisions of
                  this Article 4, if the Committee, in the exercise of its sole
                  and absolute discretion, so directs at any time, the
                  Participating Company shall accelerate payment of the
                  Participant's Retirement Benefit at its then current present
                  value, or any portion thereof, including, without limitation,
                  the optional form of benefit selected by a Participant, if
                  any, under Sections 4.1(b). The amount of the accelerated
                  payment shall be its current present value at the time of
                  payment.

4.2      Reemployment. If a Retired Participant again becomes an Employee, such
         reemployment shall not change, suspend, delay, or otherwise affect
         payment of the Participant's Retirement Benefit, and such Participant
         shall not be eligible to make Deferrals following such reemployment
         unless the Committee so authorizes.

4.3      Death. If a Participant dies before beginning distributions, then the
         deceased Participant's Retirement Benefit shall be paid in any manner
         allowed under Plan Section 4.1(b) if so elected by the Participant in
         the Participant's Beneficiary designation form or, if no such election
         is made, in a lump sum to the Participant's Beneficiary(ies) no


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         later than the first day of the sixth month following the Participant's
         date of death. If a Retired Participant dies after beginning
         distributions but before receiving the entire Retirement Benefit, the
         remaining Retirement Benefit will be paid to the Participant's
         Beneficiary in the same manner as was in effect on the date of the
         Participant's death or in any manner allowed under Plan Section 4.1(b)
         if so elected by the Participant on the Participant's Beneficiary
         designation form.

4.4      Payment of Plan Benefits Upon Severance. When a Participant terminates
         employment for reasons other than Retirement and therefore incurs
         Severance, the Participant's Retirement Benefit shall be paid not later
         than the first day of the sixth month following Severance.


                                    ARTICLE 5
                                HARDSHIP PAYMENTS

5.1      Hardship Payments. In the event a Participant incurs a "financial
         hardship" as a result of an "unforeseeable emergency" (as such terms
         are defined in Treas. Reg. Section 1.457-2(h)(4) or any successor
         regulations), the Participant may request that the Participating
         Company accelerate payment of the Participant's benefits under the
         Plan. Such request shall be filed with the Committee and provide such
         information and be in such form as the Committee shall require. The
         Committee, in the exercise of its sole and absolute discretion, shall
         approve or deny the request in whole or in part, and shall direct the
         Participating Company accordingly. Notwithstanding any provision in the
         Plan to the contrary, any payment made pursuant to this Article 5 shall
         comply with Code Section 457(d)(1)(A)(iii) and the regulations
         promulgated thereunder (or any successor provisions). The amount
         available for payment to a Participant under this Article 5 shall be
         limited to the Participant's Deferrals. Any payment to a Participant
         under this Article 5 shall be deemed to consist of Deferrals.


                                    ARTICLE 6
                                   ADJUSTMENTS

6.1      Accounts. The Committee shall establish and cause to be maintained with
         respect to each Participant's Deferrals, Employer Discretionary
         Alloctions, and Interest accrued on Deferrals and Employer
         Discretionary Allocations separate subaccounts as part of the
         Participant's Retirement Account and as of each Adjustment Date shall
         adjust each subaccount as provided in this Article 6.

6.2      Adjustments to Retirement Account. As of each Adjustment Date, the
         Committee shall adjust each Retirement Account by the following:

         (1)      Retirement Account Payments and Forfeitures. There shall be
                  debited Retirement Benefits distributed or forfeited pursuant
                  to Article 4, Deferrals paid

                                      -14-

<PAGE>

                  pursuant to Article 5, forfeitures provided for under Article
                  7, and any other amounts that are properly allocable to the
                  account as a reduction in the Retirement Account balance.

         (2)      Interest. There shall be credited Interest for the period
                  since the last Adjustment Date. Interest shall equal the
                  product of the account, adjusted as of the Adjustment Date
                  immediately preceding and after adjustment pursuant to
                  paragraph (1) above but before adjustment pursuant to
                  paragraphs (3) and (4) below, times such Interest rate then in
                  effect for such Retirement Account.

         (3)      Deferrals. There shall be credited the Participant's
                  Deferrals, if any, made since the last Adjustment Date and
                  allocable to the account.

         (4)      Employer Discretionary Allocations. There shall be credited
                  the Employer Discretionary Allocations declared for the
                  benefit of the Participant, if any, made since the last
                  Adjustment Date and allocable to the account.


                                    ARTICLE 7
                                   CONDITIONS

7.1      Faithful Performance. Notwithstanding any provision in this Plan to the
         contrary, any benefit to be paid to or on behalf of any Participant
         under this Plan shall be reduced by the amount of any financial loss
         caused by the Participant's criminal act or actions affecting a
         Participating Company or an Affiliate or the amount of any financial
         loss caused by a Participant's embezzlement of money or property from a
         Participating Company or an Affiliate.

7.2      Tax Law Changes. Notwithstanding any provision in this Plan to the
         contrary, the Committee shall be vested with the authority to condition
         the Participating Company's obligations under this Plan upon the
         nonoccurrence of a change in the law which adversely and fundamentally
         affects the Participating Company's ability to informally finance such
         obligations including, but not limited to, changes in the laws
         governing the taxation of life insurance proceeds received by the
         Participating Company, the taxation of the internal buildup of the cash
         surrender value of life insurance owned by the Participating Company,
         and the taxation of the proceeds of life insurance policy loans
         received by the Participating Company. In the event the Participating
         Company's obligations under this Plan are so conditioned, and such
         condition occurs, the Participating Company shall have the right to pay
         in a lump sum to the Participant or the Participant's Beneficiary the
         Retirement Account (including Interest). The payment of such amount
         shall be made within 90 days of the change in the law, shall fully and
         completely discharge the Participating Company's obligations under this
         Plan and shall fully and completely satisfy all the Participant's and
         his or her Beneficiary's rights thereunder.


                                      -15-

<PAGE>


                                    ARTICLE 8
                           ADMINISTRATION OF THE PLAN

8.1      Powers and Duties of the Committee. The Committee shall have general
         responsibility for the administration of the Plan (including but not
         limited to complying with reporting and disclosure requirements (if
         any), and establishing and maintaining Plan records). In the exercise
         of its sole and absolute discretion, the Committee shall interpret the
         Plan's provisions and determine the eligibility of individuals for
         benefits.

8.2      Agents. The Committee may engage such legal counsel, certified public
         accountants and other advisers and service providers, who may be
         advisers or service providers for the Participating Company or an
         Affiliate, and make use of such agents and clerical or other personnel,
         as it shall require or may deem advisable for purposes of the Plan. The
         Committee may rely upon the written opinion of any legal counsel or
         accountants engaged by the Committee, and may delegate to any such
         agent or to any subcommittee or member of the Committee its authority
         to perform any act hereunder, including, without limitation, those
         matters involving the exercise of discretion, provided that such
         delegation shall be subject to revocation at any time at the discretion
         of the Committee.

8.3      Reports to Board. The Committee shall report to the Board or to a
         committee of the Board designated for that purpose, as frequently as
         the Board or such committee shall specify, with regard to the matters
         for which the Committee is responsible under the Plan.

8.4      Structure of Committee. The Committee shall consist of the Compensation
         Committee of the Bank as it exists from time to time. No member of the
         Committee shall be entitled to act on or decide any matter relating
         solely to such member or any of such member's rights or benefits under
         the Plan. In the event the Committee is unable to act in any matter by
         reason of the foregoing restriction, the Board shall act on such
         matter. The members of the Committee shall not receive any special
         compensation for serving in the capacity as members of the Committee
         but shall be reimbursed for any reasonable expenses incurred in
         connection herewith. Except as otherwise required by ERISA, no bond or
         other security shall be required of the Committee or any member thereof
         in any jurisdiction. Any member of the Committee, any subcommittee or
         agent to whom the Committee delegates any authority, and any other
         person or group of persons, may serve in more than one fiduciary
         capacity with respect to the Plan.

8.5      Adoption of Procedures of Committee. The Committee shall establish its
         own procedures and the time and place for its meetings, and provide for
         the keeping of minutes of all meetings. A majority of the members of
         the Committee shall constitute a quorum for the transaction of business
         at a meeting of the Committee. Any action of the Committee may be taken
         upon the affirmative vote of a majority of the members of the Committee
         at a meeting. The Committee may also act without meeting by unanimous
         written consent.


                                      -16-

<PAGE>

8.6      Instructions for Payments. All requests of or directions to the
         Participating Company for payment or disbursement shall be signed by a
         member of the Committee or such other person or persons as the
         Committee may from time to time designate in writing. This person shall
         cause to be kept full and accurate accounts of payments and
         disbursements under the Plan.

8.7      Claims for Benefits. All claims for benefits under the Plan shall be
         submitted in writing to the Committee. Within a reasonable period of
         time the Committee shall decide the claim by majority vote. Written
         notice of the decision on each such claim shall be furnished within 30
         days after receipt of the claim. If the claim is wholly or partially
         denied, such written notice shall set forth an explanation of the
         specific findings and conclusions on which such denial is based. A
         claimant may review all pertinent documents and may request a review by
         the Committee of such a decision denying the claim. Such a request
         shall be made in writing and filed with the Committee within 60 days
         after delivery to said claimant of written notice of said decision.
         Such written request for review shall contain all additional
         information which the claimant wishes the Committee to consider. The
         Committee may hold any hearing or conduct any independent investigation
         which it deems necessary to render its decision, and the decision on
         review shall be made as soon as possible after the Committee's receipt
         of the request for review. Written notice of the decision on review
         shall be furnished to the claimant within 30 days after receipt by the
         Committee for a request for review. Written notice of the decision on
         review shall include specific reasons for such decision.

8.8      Mandatory Arbitration. Any controversy or claim arising out of or
         relating to a final decision, upon review pursuant to the procedures of
         Plan Section 8.7 above, that denies, whether in whole or part, a claim
         for benefits under the Plan shall be settled by arbitration using three
         arbitrators in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association, and judgment upon the award rendered
         by the arbitrators may be entered in any court having jurisdiction
         thereof. Any such arbitration shall be subject to the statute of
         limitations that would apply if the claim on which arbitration is based
         were brought as a suit in a United States District Court under the
         ERISA. Notwithstanding the grant of any discretionary authority under
         the Plan, the arbitration shall be a de novo review and the arbitrators
         shall not be limited to merely determining whether an abuse of
         discretion has occurred. For all purposes under the Plan, the
         arbitrators shall have discretionary authority to decide the claim and
         their decision shall be final, binding, and conclusive on all
         interested parties. The site of any such arbitration shall be in the
         executive offices of the Bank. Each party shall pay their own costs for
         arbitration. The arbitrators shall allocate the cost of arbitration
         among the parties in their sole and absolute discretion.

8.9      Hold Harmless. To the maximum extent permitted by law, no member of the
         Committee shall be personally liable by reason of any contract or other
         instrument executed by such member or on such member's behalf in such
         member's capacity as a

                                      -17-

<PAGE>

         member of the Committee nor for any mistake of judgment made in good
         faith, and the Participating Company shall indemnify and hold harmless,
         directly from its own assets (including the proceeds of any insurance
         policy the premiums of which are paid from the Bank's own assets), each
         member of the Committee and each other officer, Employee, or director
         of the Participating Company or an Affiliate to whom any duty or power
         relating to the administration or interpretation of the Plan against
         any cost or expense (including counsel fees) or liability (including
         any sum paid in settlement of a claim with the approval of the
         Participating Company) arising out of any act or omission to act in
         connection with the Plan unless arising out of such person's own fraud
         or bad faith.

8.10     Service of Process. The Secretary of the Bank or such other person
         designated by the Board shall be the agent for service of process under
         the Plan.


                                    ARTICLE 9
                          DESIGNATION OF BENEFICIARIES

9.1      Beneficiary Designation. Every Participant shall file with the
         Committee a written designation (on a form provided by the Committee)
         of one or more persons as the Beneficiary who shall be entitled to
         receive the benefits, if any, payable under the Plan after the
         Participant's death. A Participant may from time to time revoke or
         change such Beneficiary designation without the consent of any prior
         Beneficiary by filing a new designation with the Committee. The last
         such designation received by the Committee shall be controlling;
         provided, however, that no designation, or change or revocation
         thereof, shall be effective unless received by the Committee prior to
         the Participant's death, and in no event shall it be effective as of
         any date prior to such receipt. All decisions of the Committee
         concerning the effectiveness of any Beneficiary designation, and the
         identity of any Beneficiary, shall be final. If a Beneficiary shall die
         after the death of the Participant and prior to receiving the
         payment(s) that would have been made to such Beneficiary had such
         Beneficiary's death not occurred, then for the purposes of the Plan the
         payment(s) that would have been received by such Beneficiary shall be
         made to the Beneficiary's estate.

9.2      Failure to Designate Beneficiary. If no Beneficiary designation is in
         effect at the time of a Participant's death, the benefits, if any,
         payable under the Plan after the Participant's death shall be made to
         the beneficiary designated in writing under the Bank's 401(k) Plan, if
         any, or if no such written designation exists, to the Participant's
         Surviving Spouse, if any, or if the Participant has no Surviving
         Spouse, to the Participant's estate. If the Committee is in doubt as to
         the right of any person to receive such benefits, the Committee may
         direct the Participating Company to withhold payment, without liability
         for any Interest thereon, until the rights thereto are determined, or
         the Committee may direct the Participating Company to pay any such
         amount into any court of appropriate jurisdiction and such payment
         shall be a complete discharge of the liability of the Participating
         Company therefore.


                                      -18-

<PAGE>


                                   ARTICLE 10
                       WITHDRAWAL OF PARTICIPATING COMPANY

10.1     Withdrawal of Participating Company. The Participating Company (other
         than the Bank) may withdraw from participation in the Plan by giving
         the Board prior written notice approved by resolution by its board of
         directors or similar governing body specifying a withdrawal date, which
         shall be the last day of a month at least 30 days subsequent to the
         date which notice is received by the Board. The Participating Company
         shall withdraw from participating in the Plan if and when it ceases to
         be either a division of the Bank or an Affiliate. The Board may require
         the Participating Company to withdraw from the Plan, as of any
         withdrawal date the Board specifies.

10.2     Effect of Withdrawal. A Participating Company's withdrawal from the
         Plan shall not in any way modify, reduce, or otherwise affect the
         Participating Company's obligations under Deferral Elections and
         Employer Discretionary Allocations (or Interests accruals thereon) made
         before the withdrawal, as such obligations are defined under the
         provisions of the Plan existing immediately before the withdrawal.
         Withdrawal from the Plan by any Participating Company shall not in any
         way affect any other Participating Company's participation in the Plan.


                                   ARTICLE 11
                      AMENDMENT OR TERMINATION OF THE PLAN

11.1     Right to Amend or Terminate the Plan.

         (a)      The Board reserves the right at any time to amend or terminate
                  the Plan by corporate resolution, in whole or in part, and for
                  any reason and without the consent of any Participating
                  Company, Participant, or Beneficiary. Each Participating
                  Company by its participation in the Plan shall be deemed to
                  have delegated this authority to the Board.

         (b)      The Committee may adopt any ministerial and nonsubstantive
                  amendment which may be necessary or appropriate to facilitate
                  the administration, management, and interpretation of the
                  Plan, provided the amendment does not materially affect the
                  currently estimated cost to the Participating Companies of
                  maintaining the Plan. Each Participating Company by its
                  participation in the Plan shall be deemed to have delegated
                  this authority to the Committee.

         (c)      In no event shall an amendment or termination modify, reduce,
                  or otherwise affect the Participating Company's obligations
                  under Deferral Elections or Employer Discretionary Allocations
                  (or both) made before the amendment or

                                      -19-

<PAGE>

                  termination, as such obligations are defined under the
                  provisions of the Plan existing immediately before such
                  amendment or termination.

11.2     Notice. Notice of any amendment or termination of the Plan shall be
         given by the Board or the Committee, whichever adopts the amendment, to
         the other and all Participating Companies.



                                      -20-

<PAGE>



                                   ARTICLE 12
                       GENERAL PROVISIONS AND LIMITATIONS

12.1     No Right to Continued Employment. Nothing contained in the Plan shall
         give any Employee the right to be retained in the employment of the
         Participating Company or Affiliate or affect the right of any such
         employer to dismiss any Employee. The adoption and maintenance of the
         Plan shall not constitute a contract between any Participating Company
         and Employee or consideration for, or an inducement to or condition of,
         the employment of any Employee.

12.2     Payment on Behalf of Payee. If the Committee shall find that any person
         to whom any amount is payable under the Plan is unable to care for such
         person's affairs because of illness or accident, or is a minor, or had
         died, then any payment due such person or such person's estate (unless
         a prior claim therefor has been made by a duly appointed legal
         representative) may, if the Committee so elects, be paid to such
         person's spouse, a child, a relative, an institute maintaining or
         having custody of such person, or any other person deemed by the
         Committee to be a proper recipient on behalf of such person otherwise
         entitled to payment. Any such payment shall be a complete discharge of
         the liability of the Plan and the Participating Company therefor.

12.3     Nonalienation. No interest, expectancy, benefit, payment, claim, or
         right of any Participant or Beneficiary under the Plan shall be (a)
         subject in any manner to any claims of any creditor of the Participant
         or Beneficiary; (b) subject to the debts, contracts, liabilities or
         torts of the Participant or Beneficiary; or (c) subject to alienation
         by anticipation, sale, transfer, assignment, bankruptcy, pledge,
         attachment, charge or encumbrance of any kind. If any person shall
         attempt to take any action contrary to this Section, such action shall
         be null and void and of no effect, and the Committee and the
         Participating Company shall disregard such action and shall not in any
         manner be bound thereby and shall suffer no liability on account of its
         disregard thereof. If the Participant, Beneficiary, or any other
         beneficiary hereunder shall become bankrupt or attempt to anticipate,
         alienate, sell, assign, pledge, encumber, or charge any right
         hereunder, then such right or benefit shall, in the discretion of the
         Committee, cease and terminate, and in such event the Committee may
         hold or apply the same or any part thereof for the benefit of the
         Participant or Beneficiary or the spouse, children, or other dependents
         of the Participant or Beneficiary, or any of them, in such manner and
         in such amounts and proportions as the Committee may deem proper.

12.4     Missing Payee. If the Committee cannot ascertain the whereabouts of any
         person to whom a payment is due under the Plan, and if, after five
         years from the date such payment is due, a notice of such payment due
         is mailed to the last known address of such person, as shown on the
         records of the Committee or the Participating Company, and within three
         months after such mailing such person has not made written claim
         therefor, the Committee, if it so elects, after receiving advice from
         counsel to the Plan, may direct that such payment and all remaining
         payments otherwise due to such person be canceled on the records of the
         Plan and the amount thereof forfeited, and upon such

                                      -21-

<PAGE>

         cancellation, the Participating Company shall have no further liability
         therefor, except that, in the event such person later notifies the
         Committee of such person's whereabouts and requests the payment or
         payments due to such person under the Plan, the amounts otherwise due
         but unpaid as of the date payment would have been made shall be paid to
         such person without Interest for late payment.

12.5     Required Information. Each Participant shall file with the Committee
         such pertinent information concerning himself or herself, such
         Participant's Beneficiary, or such other person as the Committee may
         specify, and no Participant, Beneficiary, or other person shall have
         any rights or be entitled to any benefits under the Plan unless such
         information is filed by or with respect to the Participant.

12.6     Cooperation of Participant. If a Participating Company elects to
         purchase life insurance on a Participant's life or enter into any other
         investment or insurance product intended to accumulate funds to be used
         by the Bank to pay benefits under the Plan, the Participant shall
         cooperate in the acquisition of such policy or such other investment
         but shall have no other claim to such policy or such other investment.

12.7     No Trust or Funding Created. The obligations of the Participating
         Company to make payments hereunder shall constitute a liability of the
         Participating Company to a Participant or Beneficiary, as the case may
         be. Such payments shall be made from the general funds of the
         Participating Company, and the Participating Company shall not be
         required to establish or maintain any special or separate fund, or
         purchase or acquire life insurance on a Participant's life, or
         otherwise to segregate assets to assure that such payment shall be
         made, and neither a Participant nor a Beneficiary shall have any
         interest in any particular asset of the Participating Company by reason
         of its obligations hereunder. Nothing contained in the Plan shall
         create or be construed as creating a trust of any kind or any other
         fiduciary relationship between the Participating Company and a
         Participant or any other person. The rights and claims of a Participant
         or a Beneficiary to a benefit provided hereunder shall have no greater
         or higher status than the rights and claims of any other general,
         unsecured creditor of the Participating Company.

12.8     Binding Effect. Obligations incurred by the Participating Company
         pursuant to this Plan shall be binding upon and inure to the benefit of
         the Participating Company, its successors and assigns, and the
         Participant and the Participant's Beneficiary.

12.9     Merger or Consolidation. In the event of a merger or consolidation by
         the Participating Company with another corporation, or the acquisition
         of substantially all of the assets or outstanding stock of the
         Participating Company by another corporation, then and in such event
         the obligations and responsibilities of the Participating Company under
         this Plan shall be assumed by any such successor or acquiring
         corporation, and all of the rights, privileges, and benefits of the
         Participants and Beneficiaries hereunder shall continue.


                                      -22-

<PAGE>

12.10    Entire Plan. This document and any written amendments hereto, the
         Deferral Elections, and the beneficiary designation forms contain all
         the terms and provisions of the Plan and shall constitute the entire
         Plan, any other alleged terms or provisions being of no effect.



         IN WITNESS WHEREOF, the Bank has caused this Plan to be executed this
_____ day of _______________, 1997.

                                            FIRST-CITIZENS BANK AND TRUST
                                            COMPANY OF SOUTH CAROLINA



                                            By:
                                               ---------------------------------

ATTEST:


------------------------------------
                                    , Secretary
------------------------------------


                                      -23-

<PAGE>






                                    EXHIBIT A
                            SALARY DEFERRAL ELECTION

To:      Administrative Committee of the Deferred Compensation Plan of the
         First-Citizens Bank and Trust Company of South Carolina

From:    Name:
              --------------------------------------------------

         Address:
                 -----------------------------------------------

                 -----------------------------------------------

         Social Security No.:
                             -----------------------------------

Date:
         -------------------


DEFERRALS

         Election to Defer Salary for Remainder of Current Calendar Year

         I became eligible to participate in the Plan within the past 30 days.
Pursuant to the terms of the Plan, I hereby elect to defer the receipt of the
following amount of Salary which I earn during the remainder of the current
calendar year and which, but for this Deferral Election, would be paid to me:

                                    percent
                   ---------------
                                     --OR--

         Election to Defer Salary for Next Calendar Year

         Pursuant to the terms of the Plan, I hereby elect to defer the receipt
of the following amount of Salary which I earn during the next calendar year and
which, but for this Deferral Election, would be paid to me:

                                    percent
                   ---------------



<PAGE>




INTEREST

         I understand that the rate of Interest under this Plan shall be
determined under Plan Section 3.3 the terms of which are as follows:

3.3      Interest. The Retirement Account of each Participant, shall accrue
         Interest. Interest shall separately accrue on the subaccounts
         maintained for Deferrals and Employer Discretionary Allocations. Also,
         Interest accrued on Deferrals and Employer Discretionary Allocations
         shall be maintained in separate subaccounts of the Retirement Account.
         The rate of Interest shall be, at the election of the Participant,
         either a fixed rate of interest or a floating rate of interest
         according to the following terms:

         (a)      Floating Interest Rate. A rate of interest that may be changed
                  prospectively from time to time, by written action of the
                  Board; or

         (b)      Fixed Interest Rate. A rate of interest that is fixed when the
                  Employee first becomes a Participant under Plan Section 2.2.
                  The fixed rate of interest shall be used for all purposes
                  under the Plan while the Participant or the Participant's
                  Beneficiary is entitled to a benefit under this Plan.

         A Participant must make a written irrevocable interest rate election
         under this Plan Section 3.3 no later than the sixtieth day following
         the Participant's participation in this Plan. If a Participant fails to
         make an interest rate election under this provision of the Plan, then
         the Participant shall be deemed to have elected an adjusting rate under
         subsection (a) above. The Plan's initial interest rate under
         subsections (a) and (b) above shall be 8.2% and shall remain in effect
         until changed by written action of the Board.


(   )    I hereby elect a floating interest rate under Plan Section 3.3(a).

(   )    I hereby elect a fixed interest rate under Plan Section 3.3(b) which
         shall be % for all purposes under the Plan.


CONDITIONS

         I understand that if I cause a financial loss by criminal act or
actions to the Bank or any Affiliate, then my benefits under the Plan may be
reduced or eliminated.



<PAGE>




RIGHT TO MAKE A BENEFICIARY DESIGNATION

         I further understand that the Plan allows me to designate a Beneficiary
to receive any benefits payable after my death. I understand that I must
complete a separate form to make my Beneficiary designation. I may also direct
how payments will be made to the Beneficiary I designate.

EFFECT OF DEFERRALS UNDER TAX-QUALIFIED PLANS

         I further understand that amounts I choose to defer under this Plan and
amounts that may be allocated for my benefit under this Plan as Employer
Discretionary Allocations (if any) will not be considered "compensation" in
determining benefits under the Bank's tax-qualified retirement plans.

INCORPORATION OF PLAN

         I further understand that the Plan, a copy of which was provided to me,
is incorporated herein by reference and shall govern the rights and obligations
hereunder.



                                            Date:
--------------------------------------           ------------------------
Participant Signature


Accepted by the Administrative Committee:


                                            Date:
--------------------------------------           ------------------------
Authorized Signature


--------------
Printed Name


<PAGE>




                                    EXHIBIT B
                          BENEFICIARY DESIGNATION FORM


To:      Administrative Committee of the Deferred Compensation Plan of the
         First-Citizens Bank and Trust Company of South Carolina

From:    Name:
               ---------------------------------------------------

         Address:
                 -------------------------------------------------

                 -------------------------------------------------

         Social Security No.:
                             -------------------------------------

         I, a Participant in the Plan, hereby name the following person or
persons, entity or entities (herein called "Designated Beneficiary(ies)") to
receive such amounts, if any, that are payable under the Plan after my death
(herein called "Survivor Benefits"):


                            Primary Beneficiary(ies)

                                                     Social
Name and Relationship        Address                 Security No.     Percentage

1.
    --------------------     -------------------     -----------      ---------

    --------------------     -------------------     -----------      ---------

2.
    --------------------     -------------------     -----------      ---------

    --------------------     -------------------     -----------      ---------

3.
    --------------------     -------------------     -----------      ---------

    --------------------     -------------------     -----------      ---------

4.
    --------------------     -------------------     -----------      ---------

    --------------------     -------------------                            100%
                                                                      ==========

<PAGE>




         If my Survivor Benefits, if any, are to be paid to more than one
Designated Beneficiary, I understand that such Survivor Benefits shall be
divided equally (or in the percentages specified) between or among such
Designated Beneficiaries.

         If any Primary Beneficiary(ies) named above is (are) not in existence
at my death, then I name the following Contingent Beneficiary(ies) to receive
the benefit that such Primary Beneficiary(ies) would have received:

                             Contingent Beneficiary

                                                              Social
Name and Relationship               Address                   Security No.
Percentage

Contingent Beneficiary to Primary Beneficiary No.          :
                                                 ----------

--------------------                ----------------------    -----------

--------------------                ----------------------

Contingent Beneficiary to Primary Beneficiary No.          :
                                                 ----------

--------------------                ----------------------    -----------

--------------------                ----------------------


Contingent Beneficiary to Primary Beneficiary No.          :
                                                 ----------

--------------------                ----------------------    -----------

--------------------                ----------------------


Contingent Beneficiary to Primary Beneficiary No.          :
                                                 ----------

--------------------                ----------------------    -----------  -----

                                                                            100%
--------------------                ----------------------                 =====


<PAGE>


         I understand that if a Primary Beneficiary dies before I do and there
is no Contingent Beneficiary named to take such Primary Beneficiary's share,
then the Survivor Benefits will be paid to my Surviving Spouse, if any, and if
not to my estate.

         I understand that if a Designated Beneficiary dies after I do but
before all Survivor Benefit payments have been made to such Designated
Beneficiary, then the remaining payments will be made to the Designated
Beneficiary's estate.

         I understand that if I die before beginning distributions, then my
Retirement Benefit shall be paid in any manner allowed under Plan Section 4.1(b)
that I elect below or, if I make no such election, in a lump sum to my
Beneficiary(ies) no later than the first day of the sixth month following my
date of death. I further understand that if I die after beginning distributions
but before receiving the entire Retirement Benefit, my remaining Retirement
Benefit will be paid to my Beneficiary in the same manner as was in effect on
the date of my death or in such other manner elected by me below:

                           * If I die before beginning distributions, I declare
                 that my Beneficiary receive Plan benefits as follows:

                 (   )   Lump sum equal to the Participant's Retirement Account;

                 (   )   5-year annuity;

                 (   )   15-year annuity;

                 (   )   20-year annuity; or

                 (   )   Delayed annuity (which can include delayed lump-sum
                         payment). If delayed annuity describe:
                         .  Delayed annuity may not extend beyond 20 years.

                                            -I understand that all annuity
                          benefits will be paid to my beneficiary in annual
                          payments on the anniversary of the annuity starting
                          date over the term selected above unless I elect
                          monthly distribution below:

                          (   )    I elect for my beneficiary to receive
                                    monthly benefit payments in lieu of annual
                                    payments.


<PAGE>





                           * If I die after beginning distributions but before
                  may Plan benefits have been completely distributed, I declare
                  that my Beneficiary receive Plan benefits as follows:

                  (   )  In the same manner as before my death;

                  (   )  Lump sum equal to the Participant's Retirement Account;

                  (   )  5-year annuity;

                  (   )  15-year annuity;

                  (   )  20-year annuity; or

                  (   )  Delayed annuity (which can include delayed lump-sum
                         payment). If delayed annuity describe:
                         .  Delayed annuity may not extend beyond 20 years.

                                           -I understand that all annuity
                          benefits will be paid to my beneficiary in annual
                          payments on the anniversary of the annuity starting
                          date over the term selected above unless I elect
                          monthly distribution below:

                          (   )    I elect for my beneficiary to receive monthly
                                   benefit payments in lieu of annual payments.

         I understand that this Beneficiary Designation Form shall remain in
effect until revoked by me in writing or until superseded by my execution and
delivery of a substitute Beneficiary Designation Form. I understand that no such
revocation or substitute Beneficiary Designation Form will be effective until it
is actually received by the Committee.

         I understand that Survivor Benefit payments will have federal and state
tax consequences and that such consequences may depend on the identity of the
Beneficiary of such payments (for example, whether the Beneficiary is my
spouse); and I acknowledge that I have been advised to consult an independent,
professional tax advisor before completing this Beneficiary Designation Form.


                             ---------------------------------------
                             Participant's Signature

                             Date:
                                  -----------------------------------



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