First Citizens Bank and Trust Company PERSONAL & STRICTLY CONFIDENTIAL

July 29, 2013

Peter Bristow

Re:    Participation in the First Citizens Bank Long-Term Compensation Plan

Dear Peter:

Congratulations! You have been selected to participate in the First Citizens Bank Long-Term Compensation Plan and granted an award related to 2012 performance, subject to the terms of the Plan. The Bank developed and adopted the Plan as a means to reward certain key associates.

Under the terms of the Plan, awards may be granted each year. As such, the Bank's Compensation Committee approved a 2012 Performance Award for you in the amount of $85,000 (Eighty-five thousand and No/100 Dollars). This 2012 Award will be paid within the first two months of 2016 subject to the Plan's terms for payment, your continued employment and execution of, and compliance with, the Confirmation of Non-Solicitation Agreement attached to this letter. The detailed terms are contained in the amended Plan document provided to you with this letter. The Plan and the fact that you have been selected to participate in the Plan are strictly confidential.

You should carefully review all of the enclosed documents:

To signify that you have reviewed these documents, are in agreement and will abide by their terms, please return all signed original documents noted above (including this award letter) to Donna Cook at mail code 994038 no later than Monday, August 19, 2013. You should retain a copy of all documents for your records.

As you review the documents, if you have any questions or need further information, please contact Donna Cook at ###-###-####.

The Bank's Executive Management, Compensation Committee, and Board of Directors are excited to make this special award to you. Thank you for your efforts on behalf of First Citizens. Working together, we can ensure our continued success.

Sincerely,

Jim B. Apple

Chairman and Chief Executive Officer

AGREED TO: /s/ Peter Bristow    DATE: August 6, 2013