UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_________________
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): February 18, 2011
 
_________________
  
FIRST CITIZENS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
         
DELAWARE
  
001-16715
  
56-1528994
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
   
4300 Six Forks Road
Raleigh, North Carolina
  
27609
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (919) 716-7000
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
 
Our wholly-owned subsidiary First-Citizens Bank & Trust Company (FCB) has entered into written agreements with the executive officers named below, which provide for payments to the officers or their beneficiaries following the officers’ separation from service at an agreed upon age or death. The new agreements supersede and replace similar agreements that previously were in effect with those officers and reflect increases in the amounts of payments provided for in the previous agreements.  In return for those payments, each officer has agreed to provide limited consulting services to, and not to “compete” (as defined in the agreements) against FCB during the payment period. If an officer dies while employed by FCB, or before all payments have been made following his or her separation from service, remaining payments under the officer’s agreement will be made to the officer’s designated beneficiary or estate. If an officer’s employment is terminated for any reason other than separation from service at an agreed upon age or death, the officer’s agreement also will terminate and no payments will be made. FCB may terminate an officer’s agreement for any reason without obligation at any time prior to separation from service at an agreed upon age or death.
 
Name
Relationship with us
Date of execution
  
Monthly payment
amount
  
Frank B. Holding, Jr.
Chairman, Chief Executive Officer
and principal shareholder
2/18/2011
   $ 33,056  
Kenneth A. Black
Vice President and Chief Financial
Officer
2/18/2011
     11,750  
Edward L Willingham, IV
President
2/18/2011
     14,263  
Carol B. Yochem
Executive Vice President of FCB and
Wealth Management Manager
2/18/2011
     14,205  
Hope Holding Connell
Vice Chairman and principal
shareholder
2/23/2011
     12,875  

The agreements were approved by FCB’s Board of Directors following the review and favorable recommendation of the joint Compensation Committee of First Citizens BancShares, Inc. and FCB’s Boards of Directors.
 
Item 9.01.
Financial Statements and Exhibits.

(d)      Exhibits.   The following exhibits are being filed with this Report:
 
Exhibit No. Exhibit Description
 
9.1
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Frank B. Holding, Jr.
9.2
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Kenneth A. Black
9.3
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Edward L. Willingham, IV
9.4
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Carol B. Yochem
9.5
Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Hope Holding Connell
 

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized.
 
                 
       
FIRST CITIZENS BANCSHARES, INC.
(Registrant)
       
Date: February 23, 2011
      
By:
  
/s/  Kenneth A. Black
               
Kenneth A. Black
Chief Financial Officer