2014 SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN (SEMIP)

Originally established in 2001, the Senior Executive Management Incentive Plan (“SEMIP”; “Plan”) provides incentive compensation for key leaders in First Citizens (“Bank”). This plan helps to ensure that these individuals will be retained and rewarded for outstanding individual and Bank performance.

For Plan Year 2014, the individuals listed below are approved for participation in SEMIP. Each serves as a senior executive for the bank and does not participate in another short-term incentive plan.

Name            Officer Title/Position

Jim Apple        Chairman/Chief Executive Officer

James Bennett        EVP/Director of Public Affairs

William Brown        EVP/Chief Credit Officer

Peter Bristow        President/Chief Operating Officer

Toby Goodlett        EVP/Retail Banking Executive

Christie Hill        EVP/Chief Marketing Officer

Bill Loadholdt        EVP/Chief Information Officer

Craig Nix        EVP/Chief Financial Officer

Jay Weir            EVP/Chief Risk Officer

First Citizens reserves the right and authority to add, modify, delete, and /or discontinue all or any part of this program at any time. THIS IS NOT A CONTRACT. All components of this plan are calculated by the Bank as it determines appropriate.

The performance results will be reviewed by the Compensation Manager and other authorized management representatives, and approved by the Chairman/Chief Executive Officer or President/Chief Operating Officer prior to submission to the Compensation Committee for final approval. The final percentage score is dependent upon the participant meeting the measure(s) of success of each goal and the submission of documentation substantiating achievement of the goals.

Any intentional misuse or manipulation will result in the appropriate disciplinary action deemed necessary, including possible disqualification from any incentive plan or termination.

This Plan operates on a calendar (fiscal) year basis. For those granted awards, the payout date will be February 28, 2015, in a manner consistent with our regular payroll practices. To support our retention goal, an individual must be employed with the Bank on the plan year payout date to receive any payment.

The Plan has two essential components consisting of bank-wide goals and individual goals. The Chairman/Chief Executive Officer or President/Chief Operating Officer recommends the goals under each component and supplies them to the Compensation Committee each year. The weightings for each component by participant are as follows:

Name            Bank-wide goals        Individual goals    

Jim Apple            60%                40%

James Bennett            20%                80%

Peter Bristow            60%                40%

William Brown            40%                60%            

Toby Goodlett            40%                60%

Christie Hill            20%                80%

Bill Loadholdt            40%                60%

Craig Nix            50%                50%    

Jay Weir                30%                70%    

Each participant is eligible for a discretionary maximum payout equal to a percentage of base salary as of December 31, 2014 as noted on their individual goals document. The payout, if any, is based on the approval of the Compensation Committee and Board of Directors with data supplied by Executive Management as to the assessment of 2014 corporate performance (based in part on the 2014 Bank-wide goals listed below and other factors as determined by Executive Management) and the participants’ contribution/goal attainment.

 

Individual performance is based on achievement as approved by the Chairman/Chief Executive or President/Chief Operating Officer, as applicable to the participant’s reporting status, of specific goals established and approved for the Plan Year. The goals are noted on each participant’s individual goals document. Payouts, if any, will be based solely on the recommendation of Executive Management as approved by the Compensation Committee and the Board of Directors.

The 2014 Bank-wide goals are listed below. Achievement of these goals does not guarantee a discretionary annual incentive payout.

Achieve net income of $45.11 million

Limit the net charge-off ratio to 0.27% or $12.24 million

Achieve core checking growth of 5.00%

Achieve loan growth of 6.50%

Non-interest expense at or below $259.11 million

Approved by:                    Reviewed by:

/s/ Jim B. Apple         /s/ Mark Hopper

Chairman/CEO                    Senior HR Officer

or

President/COO                

Compensation Manager

By signing below, as a participant of this Plan, I agree that I have been provided a complete copy of this Plan and understand the conditions and parameters of this Plan.

Associate Name: Peter Bristow

 

Associate Signature: /s/ Peter Bristow     Date: 3/25/2014

The participant is eligible for a discretionary maximum payout equal to 45% of base salary as of December 31, 2014. The payout, if any, is based on the approval of the Compensation Committee and Board of Directors with data supplied by Executive Management as to the assessment of 2014 corporate performance and the participant’s contribution/goal attainment. All ratings and determinations of results are at the discretion of the Chairman subject to Compensation Committee approval.