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, 1995 0-16471 For the fiscal year ended Commission File Number FIRST CITIZENS BANCSHARES, INC. (Exact name of Registrant as specified in the charter) Delaware 56-1528994 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 239 Fayetteville Street Mall Raleigh, North Carolina 27601 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (919) 755-7000 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 (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. Yes X No _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Based on last reported sales prices on March 20, 1996, the aggregate market value of the Registrant's voting stock held by nonaffiliates of the Registrant as of such date was $329,759,700. On March 20, 1995, there were 9,638,929 outstanding shares of the Registrant's Class A Common Stock and 1,766,464 outstanding shares of the Registrant's Class B Common Stock. Portions of the Registrant's definitive Proxy Statement dated March 13, 1996 are incorporated in Part III of this report, as is information contained in the 1995 Annual Report.
Part I 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, 1995, the Bank operated 309 offices in 187 towns and cities. On February 2, 1995, BancShares acquired Pace American Bank ("Pace"), a Virginia-chartered bank with headquarters in Lawrenceville, Virginia. Pace subsequently acquired nine offices from another bank. On January 1, 1996, the Virginia bank was merged into the North Carolina bank. On June 1, 1995, BancShares acquired Bank of White Sulphur Spring ("WSS"), a West Virginia-chartered bank with headquarters in White Sulphur Springs, West Virginia. WSS operated two offices and had $70.8 million in assets as of December 31, 1995. BancShares' executive offices are located at 239 Fayetteville Street, Raleigh, North Carolina, 27601, and its telephone number is 919/755/7000. At December 31, 1995, BancShares and its subsidiaries
employed a full-time staff of 3350 and a part-time staff of 804 for a total of 4154 employees. BancShares' principal assets are its investment subsidiary in and receivables from its banking subsidiaries. Its primary sources of income are dividends from the Bank and interest income on 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 O 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 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 a substantial number of the facilities in which the Bank operates branches. First Citizens Investor Services, Inc., provides various investment products, including third-party mutual funds to customers. Various other subsidiaries are either inactive or not material to BancShares' consolidated financial position or to consolidated net income.
As of December 31, 1995, BancShares had consolidated assets of $7.4 billion, consolidated deposits of $6.4 billion and shareholders' equity of $520.8 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, 1995. 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. The banking laws of North Carolina, West Virginia and Virginia allow for statewide branching. Consequently, commercial banking in these states is highly competitive. BancShares' subsidiaries compete with other financial institutions throughout their market areas. 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 will be permitted, beginning June 1, 1997, to merge across state lines, subject to concentration, capital and Community Reinvestment Act requirements and regulatory approval. A state may authorize mergers earlier than June 1, 1997, or a state may 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. Currently, in North Carolina, the Reciprocal Interstate Banking Act and the Interstate Branch Banking Act allow a bank or bank holding company based in other states to acquire banks or bank holding companies or establish branches within the State of North Carolina, provided similar laws exist in the other state. The banks operate under the jurisdiction of the Federal Deposit Insurance Corporation and the respective state banking authority 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. Item 2. Properties As of December 31, 1995, the Bank owned land improved by office buildings in which its operates offices at 166 locations. The Bank leases from Neuse 64 locations that have office buildings located
thereon in which the Bank maintains offices. In addition, the Bank leases 134 other locations. Additional information relating to premises, equipment and lease commitments is set forth in Note E of BancShares' consolidated financial statements. 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 Not applicable Part II 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, 1995, is presented in Table 16. The per share cash dividends paid by BancShares during each quarterly period during 1995 and 1994 are set forth in Table 16 of this report. A cash dividend of 22.5 cents per share was declared by the Board of Directors on January 22, 1996, payable April 1, 1996, to holders of record as of March 18, 1996. 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 35 of Registrant's 1995 Annual Report. Item 6. Selected Financial Data Information is included on page 20 of Registrant's 1995 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 20 through 37 of Registrant's 1995 Annual Report Item 8. Financial Statements and Supplementary Data Information is included on the indicated pages of Registrant's 1995 Annual Report: Independent Auditors' Report 38 Consolidated Balance Sheets at December 31, 1995 and 1994 39 Consolidated Statements of Income for each of the years in the three-year period ended December 31, 1995 40 Consolidated Statements of Changes in Shareholders' Equity for each of the years in the three-year period ended December 31, 1995 41 Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 1995 42 Notes to Consolidated Financial Statements 43-57 Quarterly Financial Summary for 1995 and 1994 35 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable Part III 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 13, 1996, as follows: Item 10. Directors and Executive Officers of the Registrant Information found on pages 7-9 under the caption "Proposal 1: Election of Directors" and 13 under the caption "Executive Officers." Item 11. Executive Compensation
Information found on pages 9 under the caption "Directors' Fees and Compensation;" 11 under the caption "Compensation Committee Interlocks and Insider Participation;" 14-16 under the captions "Executive Compensation," "Employee Stock Purchase Plan," 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 9 under footnote (4) to the table under the caption "Proposal 1:: Election of Directors" and 17 under the caption "Transactions with Management."
PART IV 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 1993 Annual Report to the SEC on Form 10-K) 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, 1995, 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)
INCORPORATION BY REFERENCE CROSS REFERENCE SHEET (continued) *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 Employee Death Benefit and Post-Retirement Non-Competition and Consultation Agreement dated January 1, 1986, between Registrant's subsidiary, First-Citizens Bank & Trust Company, and George H. Broadrick (incorporated herein by reference to Exhibit 10.6 of the 1987 Annual Report to the SEC on Form 10-K) *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, 1994, 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, 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) *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 5.4a 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 1-47 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, 1995 (filed herewith) 22 Subsidiaries of the Registrant (filed herewith) 23 Consent of KPMG Peat Marwick LLP (filed herewith) 99 Registrant's definitive Proxy Statement dated March 13, 1996 (filed pursuant to Rule 14aA6(c)) - ------------------ * 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 1995 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 28, 1996 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 18, 1996. Signature Title Date /s/Lewis R. Holding Chairman and Chief March 28, 1996 Lewis R. Holding Executive Officer (principal executive officer) /s/Frank B. Holding Executive Vice Chairman March 28, 1996 Frank B. Holding /s/James B. Hyler, Jr. Vice Chairman March 28, 1996 James B. Hyler, Jr. /s/Frank B. Holding, Jr. President March 28, 1996 Frank B. Holding, Jr. /s/Kenneth A. Black Vice President, March 28, 1996 Kenneth A. Black Treasurer, and Chief Financial Officer (principal financial and accounting officer)
Signature Title Date /s/John M. Alexander, Jr. Director March 28, 1996 John M. Alexander, Jr. /s/Ted L. Bissett Director March 28, 1996 Ted L. Bissett /s/B. Irvin Boyle Director March 28, 1996 B. Irvin Boyle Director March 28, 1996 George H. Broadrick /s/H. Max Craig, Jr. Director March 28, 1996 H. Max Craig, Jr. /s/Betty M. Farnsworth Director March 28, 1996 Betty M. Farnsworth /s/Lewis M. Fetterman Director March 28, 1996 Lewis M. Fetterman /s/Charles B.C. Holt Director March 28, 1996 Charles B.C. Holt
Signature Title Date /s/Gale D. Johnson Director March 28, 1996 Gale D. Johnson /s/Freeman R. Jones Director March 28, 1996 Freeman R. Jones /s/Lucius S. Jones Director March 28, 1996 Lucius S. Jones /s/I. B. Julian Director March 28, 1996 I. B. Julian /s/Joseph T. Maloney, Jr. Director March 28, 1996 Joseph T. Maloney, Jr. /s/J. Claude Mayo, Jr. Director March 28, 1996 J. Claude Mayo, Jr. /s/William McKay Director March 28, 1996 William McKay
Signature Title Date /s/Brent D. Nash Director March 28, 1996 Brent D. Nash /s/Lewis T. Nunnelee, II Director March 28, 1996 Lewis T. Nunnelee, II /s/Talbert O. Shaw Director March 28, 1996 Talbert O. Shaw Director March 28, 1996 R. C. Soles, Jr. /s/David L. Ward, Jr. Director March 28, 1996 David L. Ward, Jr.
EXHIBIT INDEX <TABLE> <CAPTION> Exhibit Sequential Number Description of Exhibit Page Number <S> <C> <C> 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 1993 Annual Report to the SEC on Form 10-K) - 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) - 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) - </TABLE>
EXHIBIT INDEX (continued) <TABLE> <CAPTION> Exhibit Sequential Number Description of Exhibit Page Number <S> <C> <C> 10.6 Employee Death Benefit and Post-Retirement Non-Competition and Consultation Agreement dated January 1, 1986, between Registrant's subsidiary, First-Citizens Bank & Trust Company, and George H. Broadrick (incorporated herein by reference to Exhibit 10.6 of the 1987 Annual Report to the SEC on Form 10-K) - 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 ExhibitE10.7 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) - 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 5.4a 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 1995 Annual Report for the year ended December 31, 1995 (filed herewith) 22 Subsidiaries of the Registrant (filed herewith) 23 Consent of KPMG Peat Marwick LLP (filed herewith) 99 Registrant's definitive Proxy Statement dated March 13, 1996 (filed pursuant to Rule 14aA6(c)) - </TABLE>