Our wholly-owned subsidiary IronStone Bank (ISB) has entered into a written agreement with James. M. Parker, our Vice Chairman, which provides for payments to Mr. Parker or his beneficiaries following his separation from service at an agreed upon age or death. The new agreement augments similar agreements that remain in effect with Mr. Parker.

Under the new agreement between ISB and Mr. Parker, ISB will make monthly payments of $2,954.75 for a period of ten years beginning after his separation from service. When combined with payments identified in prior agreements, Mr. Parker will receive monthly payments totaling $21,422.17 for a period of ten years beginning after his separation from service.

In return for those payments, Mr. Parker has agreed to provide limited consulting services to, and not to "compete" (as defined in the agreements) against ISB during the payment period. If Mr. Parker dies while employed by ISB, or before all payments have been made following his separation from service, remaining payments under his agreements will be made to his designated beneficiary or estate. If Mr. Parker's employment is terminated for any reason other than separation from service at an agreed upon age or death, his agreements also will terminate and no payments will be made. ISB may terminate Mr. Parker's agreements for any reason without obligation at any time prior to separation from service at an agreed upon age or death.

The agreements were approved by ISB's Board of Directors following the review and favorable recommendation of the Compensation Committee of First Citizens BancShares, Inc.

(c) Exhibits. The following exhibit is being filed with this Report:

Exhibit No.      Exhibit Description
10.1             Executive Consultation, Separation from Service and Death Benefit
                 Agreement between Registrant's subsidiary IronStone Bank and James
                 M. Parker