**EXHIBIT 10.6**

 

**STATE OF SOUTH CAROLINA**

 

**COUNTY OF RICHLAND**

 

**FIRST AMENDMENT OF EMPLOYEE DEATH**

**BENEFIT AND POST-RETIREMENT**

**NONCOMPETITION AND CONSULTATION AGREEMENT**

 

**THIS FIRST AMENDMENT OF EMPLOYEE DEATH BENEFIT AND POST-RETIREMENT NONCOMPETITION AND CONSULTATION AGREEMENT** (“First Amendment”), madeand entered into and effective as of the 24th day of July, 2002, by and between **FIRST-CITIZENS BANK AND TRUST COMPANY OF SOUTH CAROLINA**, a South Carolina banking corporation with its principal place of business in Columbia, Richland County,South Carolina (hereinafter referred to as “Employer”); and Peter M. Bristow (hereinafter referred to as “Employee”); 

 

**W I T N E S S E T H:**

 

WHEREAS, in recognition of Employee’s contribution to the growth, management and development of Employer, and in order to limit Employee’savailability to other employers or entities in competition with Employer following Employee’s retirement from employment with Employer, Employer and Employee previously entered into an Employee Death Benefit and Post-Retirement Noncompetitionand Consultation Agreement, dated as of the 31st day of December, 1998, which is incorporated herein by reference(hereinafter referred to as the “Agreement”); and 

 

WHEREAS, Employer now desires to increase the benefits payable to Employee as set forth in the Agreement by amending the Agreement pursuant to Paragraph 12 thereof, effective as of the date of this First Amendment. 

 

NOW, THEREFORE, for and in consideration of the mutual promises andundertakings herein set forth, the parties hereto do agree as follows: 

 

1. Paragraph 2 of the Agreement hereby is deleted in its entirety and the following replacement Paragraph 2 is inserted in lieu thereof: 

 

“2. DEATH BENEFITS. In the event Employee dies while employed by Employer prior to Employee’s Retirement Date, Employer will pay the sumof fifty seven thousand five hundred and 00/100 Dollars ($57,500) per year, payable in monthly installments of four thousand seven hundred ninety one and 67/100 Dollars ($4,791.67) for a period of ten (10) years, to such individual or individuals asEmployee shall have designated in writing filed with Employer or, in the absence of such designation, to the Estate of Employee. The first payment shall be made not later than two (2) months following Employee’s death. Payments hereunder shallbe payable each month without deductions and the recipient shall be solely responsible for the payment of all income and other taxes and assessments applicable on said payments.” 

 

2. The first paragraph of Paragraph 3 of the Agreement hereby is deleted in its entirety and the following replacement firstparagraph of Paragraph 3 is inserted in lieu thereof: 

 

“3. CONSULTATION PAYMENTS. In the event Employee retires from employment on Employee’s Retirement Date, Employee shall be paid by Employer the sum of one thousand one hundred ninety seven and 91/100 Dollars ($1,197.91) permonth, beginning not later than two (2) months after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until death, whichever 

 

first occurs. Such monthly payments shall be paid for and in consideration of Employee’s Consultation Services, as provided herein; such sum to bepayable to Employee whether or not Employee’s Consultation Services have been utilized by Employer. Consultation Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment ofall income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation.” 

 

3. The first paragraph of Paragraph 4 of the Agreement hereby is deleted in its entirety and the following replacement firstparagraph of Paragraph 4 is inserted in lieu thereof: 

 

“4. NONCOMPETITION PAYMENTS. In the event Employee retires from employment on Employee’s Retirement Date, Employee shall be paid by Employer the sum of three thousand five hundred ninety three and 75/100 Dollars ($3,593.75)per month, beginning not later than two (2) months after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until death, whichever first occurs. Such monthly payments shall be paid for and inconsideration of Employee’s Covenant Not To Compete as provided herein. Noncompetition Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxesor assessments, if any, applicable on said payments.” 

 

4.Paragraph 5 of the Agreement hereby is deleted in its entirety and the following replacement Paragraph 5 is inserted in lieu thereof: 

 

“5. CONTINUATION OF PAYMENTS. Upon Employee’s death during said ten (10) year period of payments hereunder, the sum of four thousand,seven hundred, ninety one and 67/100 Dollars ($4,791.67) per month shall be paid to Employee’s designated beneficiary or Employee’s Estate, as applicable, beginning the first calendar month following the date of Employee’s death andcontinuing thereafter until the expiration of said ten (10) year period. Once the Consultation and/or Noncompetition Payments are begun, whether paid by Employer or as otherwise provided herein, the maximum payment period under this Agreement is ten(10) years. Payments hereunder shall be payable each month without deductions and the recipient shall be solely responsible for all income and other taxes and assessments applicable on said payments.” 

 

5. All of the remaining terms and conditions of the Agreement which are notexpressly amended by this First Amendment shall remain in full force and effect. 

 

IN TESTIMONY WHEREOF, Employer has caused this First Amendment to be executed in its corporate name byits Chairman of the Board, attested by its Secretary/Assistant Secretary and its corporate seal to be affixed hereto, all within the authority duly given by its Board of Directors, and Employee has hereunto set his hand and adopted as his seal thetypewritten word “SEAL” appearing beside his name, as of the day and year first above written. 

 

**FIRST-CITIZENS BANK AND TRUST**

**COMPANY OF SOUTH CAROLINA**
By: /S/    JIM B. APPLE            
**Jim B. Apple**

**Chairman of the Board**

 
Attest:/S/    KIMBERLY A. ROBBINS        **Secretary/Assistant Secretary**
 
/S/    PETER M. BRISTOW         (SEAL)  **[EMPLOYEE NAME]**