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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2004

Commission File Number 0-11172



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FIRST CITIZENS BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|South Carolina                                                 |  | 57-0738665                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|1225 Lady Street Columbia, South Carolina                      |  | 29201                            
|(Address of principal executive offices)                       |  | (Zip Code)                       



(803) 733-3456

Registrants telephone number including area code



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Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the
Act: Common Stock, $5.00 per value



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    YES  x    NO ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 Regulation S-K is not contained herein, and will not be contained, to be the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    YES  x    NO ̈



The aggregate market value of Registrants Voting and Non-Voting Common Stock held by non-affiliates computed by
reference to the price at which the Voting and Non-Voting Common Stock was last sold as of the last business day of the Registrants most recently completed second fiscal quarter was $250,301,090. (There is no market or any quoted prices for
Registrants Non-Voting Common Stock, and the aggregate market value of those shares has been calculated based on their estimated value on the last business day of the Registrants most recently completed second fiscal quarter.)



As of February 28, 2005, there were 862,505 outstanding shares
of the Registrants Voting Common Stock, $5.00 par value per share, and 36,409 outstanding shares of its Non-Voting Common Stock, $5.00 par value per share.



DOCUMENTS INCORPORATED BY REFERENCE



(1) Portions of the Registrants Annual Report to Shareholders for the fiscal year ended December 31, 2004, are
incorporated by reference into Part II.



(2) Portions of the
Registrants definitive Proxy Statement, for the Annual Meeting of Shareholders to be held April 21, 2005, are incorporated by reference into Part III.



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PART I.



|Item 1. | BUSINESS
|------- | --------



General.    First Citizens Bancorporation, Inc. (Bancorporation or Registrant) was incorporated under
the laws of South Carolina during 1982. It owns all of the outstanding stock of its two banking subsidiaries, First Citizens Bank and Trust Company, Inc. (First Citizens) and The Exchange Bank of South Carolina, Inc.
(Exchange). In November 2004, Citizens Bank, a banking subsidiary of Bancorporation, was merged into First Citizens. Citizens Bank was organized in 1902 and was acquired by Bancorporation during 2002. First Citizens and Exchange are
sometimes referred to collectively in this report as the Banks. Wateree Life Insurance Company (Wateree), a wholly-owned subsidiary of Wateree Enterprises, Inc., is incorporated as a stock life insurance company domiciled in
the State of South Carolina. Wateree Enterprises, Inc. is a wholly-owned subsidiary of First Citizens. Wateree writes credit life insurance through its affiliation with the Banks.



First Citizens was formed in 1969 as the resulting bank from the merger of Citizens Bank (which was organized during 1936 as
Anderson Brothers Bank) and The Commercial Bank and Trust Company (which was organized during 1913 as Homestead Bank). First Banks, Inc., a two-bank holding company headquartered in Carnesville, Georgia, which was the parent company of First Bank
and Trust and The Bank of Toccoa, was acquired by First Citizens on April 1, 2003. The purpose of this acquisition was to expand First Citizens banking presence in Georgia. At December 31, 2004, First Citizens operated 150 banking offices in
103 communities located throughout South Carolina and seven banking offices in six communities in Georgia.



Exchange was organized in 1932 as The Exchange Bank of Kingstree and was acquired by Bancorporation during 1999. It provides banking services through four
offices located in Williamsburg and Georgetown counties in South Carolina.



Bancorporation also is the parent company of FCB/SC Capital Trust I (Cap Trust I), a Delaware business trust that was organized during 1998 for the sole purpose of issuing and selling $50,000,000 aggregate
liquidation amount of 8.25% capital securities. The net proceeds from such sale, together with the proceeds from Cap Trust Is issuance of its common securities to Bancorporation, were invested in a like aggregate face amount of
Bancorporations 8.25% junior deferrable interest subordinated debentures which mature on March 15, 2028. The capital securities and the junior subordinated debentures are subject to optional redemption at any time on or after March 15, 2008.
Bancorporation has entered into a guaranty agreement which, when taken together with its obligations under the trust agreement under which Cap Trust I exists, the junior subordinated debentures, and the indenture under which the debentures were
issued, provides a full and unconditional guarantee on a subordinated basis by Bancorporation of Cap Trust Is payment of distributions and other payments on the capital securities. As a result of the application of Financial Accounting
Standards Board Interpretation No. 46 (FIN 46), as of December 31, 2004 and 2003, Bancorporation does not consolidate Cap Trust I within its consolidated financial statements



Bancorporation also is the parent company of FCB/SC Capital Trust II (Cap Trust II), a Delaware business trust
that was organized May 7, 2004 for the sole purpose of issuing and selling $50,000,000 aggregate liquidation amount of floating rate capital securities based on 3 month London Interbank Offered Rate (LIBOR) plus 2.25%, which resets
quarterly. The net proceeds from such sale, together with the proceeds from Cap Trust IIs issuance of its common securities to Bancorporation, were invested in a like aggregate face amount of Bancorporations floating rate junior
deferrable interest subordinated debentures which mature on June 15, 2034. The capital securities and the junior subordinated debentures are subject to optional redemption at any time on or after June 15, 2009. Bancorporation has entered into a
guaranty agreement which, when taken together with its obligations under the trust agreement under which Cap Trust II exists, the junior subordinated debentures, and the indenture under which the debentures were issued, provides a full and
unconditional guarantee on a subordinated basis by Bancorporation of Cap Trust IIs payment of distributions and other payments on the capital securities. As a result of the application of FIN 46, as of December 31, 2004, Bancorporation does
not consolidate Cap Trust II within its consolidated financial statements. Additional information regarding FIN 46 is contained in Note 1 (under the caption Changes in Accounting Principles and Effects of New Accounting Pronouncements to
Bancorporations consolidated financial statements, which are incorporated into Item 8 of this report by reference.



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Bancorporations executive offices are located at 1225 Lady Street, Columbia, South Carolina 29201,
and its telephone number is (803) 733-3456.



Bancorporations principal assets are its investments in its two banking subsidiaries and its investment securities portfolio. Its primary sources of income are dividends from its banking subsidiaries and dividend and interest income
on its investment securities portfolio.



Recent
developments.During 2005, Bancorporation will continue its project to build a new headquarters building in Columbia, South Carolina. The nine-story tower will have 170,000 square feet of office space. The projected
completion date is during the first quarter of 2006. The projected cost of the building is $56,969,687 of which $7,075,381 has been incurred as of December 31, 2004. The Cap Trust II securities discussed above is the primary source of funds for the
new headquarters building.



On October 18, 2004, Bancorporation
announced that First Citizens had signed a definitive agreement to acquire Peoples Community Capital Corporation (Peoples), parent company of Peoples Community Bank of South Carolina, and expects the merger to be
completed during the second quarter of 2005. First Citizens will pay $30 per share for all of the outstanding common stock of Peoples. As of December 31, 2004, Peoples had total assets of $128,542,255 and 1,179,237 shares of common stock
outstanding.



On March 7, 2005, Bancorporation announced that
First Citizens had signed a definitive agreement to acquire Summit Financial Corporation (SFC), parent company of Summit National Bank. First Citizens will pay $22 per share for all of the outstanding common stock of SFC. The merger is
subject to approval of the shareholders of SFC, receipt of required regulatory approvals, and other customary closing conditions. It is also subject to Bancorporations obtaining financing on prescribed terms. The merger is expected to be
completed during the second or third quarter of 2005. As of December 31, 2004, SFC had total assets of $320,938 and 4,515,553 shares of common stock outstanding.



Services.    The Banks provide a full range of banking and financial services to individuals,
small- and medium-sized businesses and governmental units located in their banking markets, including regular and interest-bearing checking accounts; money market, savings and time deposit accounts; personal and business loans; trust services, and a
variety of other services incidental to commercial banking. Wateree issues credit life insurance to the Banks customers. Wateree Agency, Inc., another subsidiary of Wateree Enterprises, Inc., acts as agent for the sale of other types of
insurance to the Banks customers.



Employees.    Bancorporation has no employees. At December 31, 2004, the Banks employed a full-time staff of 1,395 and a part-time staff of 221 for a total of 1,616 employees.



Supervision and Regulation.    The business and
operations of Bancorporation and the Banks are subject to extensive federal and state governmental regulation and supervision.



Bancorporation is a financial holding company registered with the Federal Reserve Board (the FRB) under the Bank Holding Company Act of 1956,
as amended (the BHCA). It is subject to supervision and examination by, and the regulations and reporting requirements of, the FRB. Under the BHCA, a financial holding companys activities are limited to banking, managing or
controlling banks, or engaging in any other activities, which the FRB determines to be closely related, and a proper incident to banking or managing or controlling banks.



The BHCA prohibits financial holding companies from acquiring direct or indirect control of more than 5.0% of the
outstanding voting stock, or substantially all of the assets, of any financial institution, or merging or consolidating with another bank holding company or savings bank holding company, without prior approval of the FRB. Additionally, the BHCA
generally prohibits financial holding companies from engaging in, or acquiring ownership or control of more than 5.0% of the outstanding voting stock of any company that engages in, an activity other than one that is either (1) financial in nature
or incidental to such financial activity, as determined by the FRB in consultation with the Secretary of the Treasury; or that is (2) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of
depository institutions or the financial system generally, as determined by the FRB. Activities that are financial in nature include those activities that the FRB had determined, by order or regulation in effect prior to



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enactment of the Gramm-Leach-Bliley Act of 1999 (as described below) to be so closely related to banking or managing or controlling banks as to be a proper
incident thereto.



There are a number of obligations and
restrictions imposed by law on a financial holding company and its insured bank subsidiaries that are designed to minimize potential loss to depositors and the Federal Deposit Insurance Corporation (the FDIC) insurance funds. For
example, if a financial holding companys insured bank subsidiary becomes undercapitalized, the financial holding company is required to guarantee (subject to certain limits) the subsidiarys compliance with the terms of any
capital restoration plan filed with its federal banking agency. A financial holding company is required to serve as a source of financial strength to its bank subsidiaries and to commit resources to support those banks in circumstances where it
otherwise might not do so, absent such policy. Under the BHCA, the FRB may require a financial holding company to terminate any activity or to relinquish control of a nonbank subsidiary if the FRB determines that the activity or control constitutes
a serious risk to the financial soundness and stability of a bank subsidiary of the financial holding company.



Regulation of the Banks.Each of the Banks is insured and state-chartered. Their deposits are insured by the FDICs
Bank Insurance Fund, and each of them is subject to supervision and examination by, and the regulations and reporting requirements of, the FDIC and its respective state banking regulator. The Banks state regulators include the South Carolina
Board of Financial Institutions and the Georgia Department of Banking and Finance. The Banks are not members of the Federal Reserve System.



As an insured bank, each of the Banks is prohibited from engaging as a principal in an activity that is not permitted for national banks unless (i)
the FDIC determines that the activity would pose no significant risk to the deposit insurance fund and (ii) the Bank is, and continues to be, in compliance with all applicable capital standards. Insured banks also are prohibited from directly
acquiring or retaining any equity investment of a type or in an amount not permitted for national banks.



The Banks respective banking regulators regulate all areas of their business, including their reserves, loans, mergers, the payment of dividends,
and other aspects of their operations. The regulators conduct regular examinations of the Banks, and the Banks must furnish periodic reports to their regulators containing detailed financial and other information regarding their affairs. The federal
and state regulators have broad powers to enforce laws and regulations that apply to the Banks and to require corrective action of conditions that affect their safety and soundness. Among others, these powers include issuing cease and desist orders,
imposing civil penalties, removing officers and directors, and the ability otherwise to intervene in the operation and management of the Banks if examinations of and reports filed by the Banks reflect the need to do so.



Even though they are not members of the Federal Reserve System, the business
of each of the Banks is influenced by the monetary and fiscal policies of the FRB. The actions and policy directives of the FRB determine to a significant degree the cost and the availability of funds obtained from money market sources for lending
and investing and also influence, directly and indirectly, the rates of interest paid by commercial banks on their time and savings deposits. Additionally, the Banks earnings are affected by general economic conditions, management policies,
changes in state and Federal legislation and actions of various regulatory authorities, including those referred to above.



The following paragraphs summarize some of the other significant statutes and regulations that affect Bancorporation and the Banks, but they are not a
complete discussion of all the laws that affect their business. Each paragraph is qualified in its entirety by reference to the particular statutory or regulatory provision or proposal being described.



Gramm-Leach-Bliley Act.The federal
Gramm-Leach-Bliley Act (the GLB Act) adopted by Congress during 1999 has dramatically changed various federal laws governing the banking, securities and insurance industries. The GLB Act expanded opportunities for banks and bank holding
companies to provide services and engage in other revenue-generating activities that previously were prohibited to them.



The GLB Act permits bank holding companies to become financial holding companies and, in general (i) expands opportunities to affiliate with
securities firms and insurance companies; (ii) overrides certain state laws that would prohibit certain banking and insurance affiliations; (iii) expands the activities in which banks and bank holding companies may participate; (iv) requires that
banks and bank holding companies engage in some activities only through affiliates owned or



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managed in accordance with certain requirements; and (v) reorganizes responsibility among various federal regulators for oversight of certain securities
activities conducted by banks and bank holding companies.



Among its other provisions, the GLB Act also contains extensive customer privacy protection provisions, which require banks to adopt and implement policies and procedures for the protection of the financial privacy of their customers,
including procedures that allow customers to elect that certain financial information not be disclosed to certain persons. Under these provisions, a bank must provide to its customers, at the inception of the customer relationship and annually
thereafter, the banks policies and procedures regarding the handling of customers nonpublic personal financial information. The GLB Act provides that, except for certain limited exceptions, a bank may not provide such personal
information to unaffiliated third parties unless the bank discloses to the customer that such information may be so provided and the customer is given the opportunity to opt out of such disclosure. A bank may not disclose to a non-affiliated third
party, other than to a consumer-reporting agency, customer account numbers or other similar account identifiers for marketing purposes. The GLB Act permits states to adopt customer privacy protections that are stricter than those contained in the
Act, and it makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.



As noted above, Bancorporation has chosen to become a financial holding company, but to date it has not engaged
in any new activity authorized as a result of the GLB Act. In order to maintain its status as a financial holding company, Bancorporation and all of its affiliated depository institutions must remain well-capitalized and well-managed, and have at
least a satisfactory Community Reinvestment Act rating. The GLB Act has expanded opportunities for Bancorporation and the Banks to provide other services and obtain other revenues in the future; but at present, it has not had a significant effect on
their operations as presently conducted. However, this expanded authority also may present each of them with new challenges as their larger competitors continue to expand their services and products into areas that are not feasible for smaller,
community-oriented financial institutions.



Payment of
Dividends.    Under South Carolina law, Bancorporation is authorized to pay dividends such as are declared by its Board of Directors, provided that no such distribution results in its insolvency on a going concern or balance
sheet basis. However, Bancorporation is a legal entity separate and distinct from the Banks, and its principal source of funds with which it can pay dividends to its shareholders is dividends it receives from the Banks and dividend and interest
income on its investment securities portfolio. Therefore, Bancorporations ability to pay dividends effectively is subject to the same limitations that apply to the Banks in general and to First Citizens in particular since it is
Bancorporations largest banking subsidiary.



The payment
of dividends by the Banks to Bancorporation is subject to certain legal and regulatory limitations. In the case of First Citizens and Exchange, the payment of dividends are authorized up to 100% of net income in any calendar year without obtaining
the prior approval of the South Carolina Board of Financial Institutions provided that the bank received a composite rating of one or two at the last examination conducted by its state or federal regulatory authority. Otherwise, specific approval is
required from the South Carolina Board of Financial Institutions.



Under federal law, and as insured banks, each of the Banks is prohibited from making any capital distributions, including paying a cash dividend, if it is, or after making the distribution it would become, undercapitalized as
that term is defined in the Federal Deposit Insurance Act (the FDIA). Additionally, if in the opinion of the FDIC an insured bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which,
depending on the financial condition of the bank, could include the payment of dividends), the FDIC may require, after notice and hearing, that the bank cease and desist from that practice. The federal banking agencies have indicated that paying
dividends that deplete a banks capital base to an inadequate level would be an unsafe and unsound banking practice. The federal agencies have issued policy statements, which provide that insured banks generally should only pay dividends out of
current operating earnings, and under the FDIA, no dividend may be paid by a FDIC-insured bank while it is in default on any assessment due the FDIC. The payment of dividends by each of the Banks also may be affected or limited by other factors,
such as requirements that their regulators have authority to impose on them to maintain their capital above regulatory guidelines.



Capital Adequacy.Bancorporation and the Banks each is required to comply with the capital adequacy standards
established by the FRB in the case of Bancorporation, and by the FDIC in the case of each of the Banks. The FRB and FDIC have promulgated risk-based capital and leverage capital guidelines for determining the adequacy of the capital of a



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bank holding company or a bank, and all applicable capital standards must be satisfied for a bank holding company or a bank to be considered in compliance
with these capital requirements.



Under the risk-based capital
measure, the minimum ratio (Total Capital Ratio) of an entitys total capital (Total Capital) to its risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit) is 8.0%. At least
half of Total Capital must be composed of common equity, undivided profits, minority interests in the equity accounts of consolidated subsidiaries, qualifying noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual
preferred stock, less goodwill and certain other intangible assets (Tier 1 Capital). The remainder (Tier 2 Capital) may consist of certain subordinated debt, certain hybrid capital instruments and other qualifying preferred
stock, and a limited amount of loan loss reserves. A bank or bank holding company that does not satisfy minimum capital requirements may be required to adopt and implement a plan acceptable to its federal banking regulator to achieve an adequate
level of capital.



Under the leverage capital measure, the
minimum ratio (the Leverage Capital Ratio) of Tier 1 Capital to average assets, less goodwill and certain other intangible assets, is 3.0% for entities that meet certain specified criteria, including having the highest regulatory rating.
All others generally are required to maintain an additional cushion of 100 to 200 basis points above the stated minimum. The guidelines also provide that banks experiencing internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum levels without significant reliance on intangible assets, and a banks Tangible Leverage Ratio (deducting all intangibles) and other indications of capital strength also will be
taken into consideration by banking regulators in evaluating proposals for expansion or new activities.



The following table lists Bancorporations and the Banks capital ratios at December 31, 2004:



|                               |  |                |   |  |                |   |  |          |  
|------------------------------ |  | -------------- | - |  | -------------- | - |  | -------- | -
|                               |  | Bancorporation |   |  | First Citizens |   |  | Exchange |  
|Risk-based capital ratios:     |  |                |   |  |                |   |  |          |  
|Tier 1 capital ratio           |  | 12.44          | % |  | 9.98           | % |  | 25.77    | %
|Total risk-based capital ratio |  | 14.18          |   |  | 11.73          |   |  | 27.03    |  
|Tier 1 leverage ratio          |  | 8.88           |   |  | 7.21           |   |  | 16.73    |  



The FRB and the FDIC
also consider interest rate risk (when the interest rate sensitivity of an institutions assets does not match the sensitivity of its liabilities or its off-balance-sheet position) in the evaluation of an entitys capital adequacy. The
bank regulatory agencies methodology for evaluating interest rate risk requires banks with excessive interest rate risk exposure to hold additional amounts of capital against their exposure to losses resulting from that risk. The regulators
also require banks to incorporate market risk components into their risk-based capital. Under these market risk requirements, capital is allocated to support the amount of market risk related to a banks trading activities.



Capital categories are determined solely for the purpose of applying
prompt corrective action rules described below which have been adopted by the various federal banking regulators, and they do not necessarily constitute an accurate representation of a banks overall financial condition or prospects
for other purposes. A failure to meet capital guidelines could subject a bank holding company or bank to a variety of enforcement remedies under those rules, including the issuance of a capital directive, the termination of deposit insurance by the
FDIC, a prohibition on the taking of brokered deposits, and certain other restrictions on its business. As described below, substantial additional restrictions can be imposed on banks that fail to meet applicable capital requirements.



Prompt Corrective Action.Current federal law
establishes a system of prompt corrective action to resolve the problems of undercapitalized banks. Under this system, the FDIC has established five capital categories (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically undercapitalized), and it is required to take certain mandatory supervisory actions, and is authorized to take other discretionary actions, with
respect to banks in the three undercapitalized categories. The severity of any actions taken will depend upon the capital category in which a bank is placed. Generally, subject to a narrow exception, current federal law requires the FDIC to appoint
a receiver or conservator for a bank that is critically undercapitalized.



Under the FDICs rules implementing the prompt corrective action provisions, an insured, state-chartered bank that (1) has a Total Capital Ratio of 10.0% or greater, a Tier 1 Capital Ratio of 6.0% or greater, and
a Leverage Ratio of 5.0%



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or greater, and (2) is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the FDIC, is
considered to be well capitalized. A bank with a Total Capital Ratio of 8.0% or greater, a Tier 1 Capital Ratio of 4.0% or greater, and a Leverage Ratio of 4.0% or greater, is considered to be adequately capitalized. A bank
that has a Total Capital Ratio of less than 8.0%, a Tier 1 Capital Ratio of less than 4.0%, or a Leverage Ratio of less than 4.0%, is considered to be undercapitalized. A bank that has a Total Capital Ratio of less than 6.0%, a Tier 1
Capital Ratio of less than 3.0%, or a Leverage Ratio of less than 3.0%, is considered to be significantly undercapitalized, and a bank that has a tangible equity capital to assets ratio equal to or less than 2.0% is deemed to be
critically undercapitalized. For purposes of these rules, the term tangible equity includes core capital elements counted as Tier 1 Capital for purposes of the risk-based capital standards, plus the amount of outstanding
cumulative perpetual preferred stock (including related surplus), minus all intangible assets (with various exceptions). A bank may be deemed to be in a capitalization category lower than indicated by its actual capital position if it receives an
unsatisfactory examination rating.



A bank that is
categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to the FDIC. An undercapitalized bank also
is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches, or engaging in any new line of business, except in accordance with an accepted capital restoration plan or with the approval of the
FDIC. In addition, the FDIC has authority with respect to any undercapitalized bank to take any of the actions it is required to or may take with respect to a significantly undercapitalized bank if it determines that those
actions are necessary to carry out the purpose of the law. On December 31, 2004, Bancorporation and each of the Banks had capital sufficient to qualify as well capitalized.



Reserve Requirements.Under regulations of the FRB, all FDIC-insured banks must maintain
average daily reserves against their transaction accounts. No reserves are required to be maintained on the first $7.0 million of transaction accounts, but reserves equal to 3.0% must be maintained on the aggregate balances of those accounts between
$7.0 million and $47.6 million, and reserves equal to 10.0% must be maintained on aggregate balances in excess of $47.6 million. Those percentages are subject to adjustment by the FRB. Because required reserves must be maintained in the form of
vault cash or in a non-interest-bearing account at a Federal Reserve Bank, the effect of the reserve requirement is to reduce the amount of the Banks interest-earning assets. As of December 31, 2004, Bancorporation met its reserve requirements
of $63,161,000 with $53,063,000 in vault cash and $10,098,000 held in deposits at the Federal Reserve Bank.



FDIC Insurance Assessments.The FDIC currently uses a risk-based assessment system that takes into account the risks
attributable to different categories and concentrations of assets and liabilities for purposes of calculating deposit insurance assessments to be paid by insured banks. The risk-based assessment system categorizes banks as well
capitalized, adequately capitalized or undercapitalized. These three categories are substantially similar to the prompt corrective action categories described above, with the undercapitalized category
including banks that are undercapitalized, significantly undercapitalized and critically undercapitalized for prompt corrective action purposes. Banks also are assigned by the FDIC to one of three supervisory
subgroups within each capital group, with the particular supervisory subgroup to which a bank is assigned being based on a supervisory evaluation provided to the FDIC by the banks primary federal banking regulator and information which the
FDIC determines to be relevant to the banks financial condition and the risk posed to the deposit insurance funds (which may include, if applicable, information provided by the banks state supervisor). A different insurance assessment
rate (ranging from zero to 27 basis points) applies to each of the nine assessment risk classifications (i.e., combinations of capital groups and supervisory subgroups). A banks assessment rate is determined based on the capital
category and supervisory subgroup to which it is assigned.



The
FDIC may terminate a banks deposit insurance upon a finding that the bank has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or
condition imposed by the FDIC.



The FDIC is charged with the
responsibility of maintaining the adequacy of the Bank Insurance Fund and the Savings Association Insurance Fund, and the amounts paid by banks for deposit insurance is influenced not only by the banks capital category and supervisory subgroup
but also by the adequacy of the insurance funds at any time. FDIC insurance assessments could be increased substantially in the future if the FDIC finds such an increase to be necessary in order to adequately maintain the insurance funds.



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Restrictions on Transactions with Affiliates.Each of the Banks is subject
to the provisions of Section 23A of the Federal Reserve Act. Section 23A places limits on the amount of:



| |  |  | a Banks loans or extensions of credit to, or investment in, its affiliates;
| | - |  | ----------------------------------------------------------------------------



| |  |  | assets a Bank may purchase from affiliates, except for real and personal property exempted by the Federal Reserve Board;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount of loans or extensions of credit by a Bank to third parties which are collateralized by the securities or obligations of the Banks affiliates; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a Banks guarantee, acceptance or letter of credit issued on behalf of one of its affiliates.
| | - |  | ---------------------------------------------------------------------------------------------



For purposes of Section 23A, Bancorporation, and any other company or entity controlled by or under common control with
Bancorporation, will be treated as an affiliate of each of the Banks.



The total amount of the above transactions by one of the Banks is limited in amount, as to any one affiliate, to 10% of the Banks capital and surplus and, as to all affiliates combined, to 20% of the Banks capital and
surplus. In addition to the limitation on the amount of these transactions, each of the above transactions must also meet specified collateral requirements. The Banks also must comply with other provisions of Section 23A designed to avoid the
taking of low-quality assets from an affiliate.



The
Banks also are also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits a Bank from engaging in the above transactions with its affiliates unless the transactions are on terms substantially
the same, or at least as favorable to the Bank or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.



Federal law also places restrictions on the Banks ability to extend credit to their or Bancorporations executive officers, directors, principal
shareholders and their related interests. These extensions of credit (1) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated third parties,
and (2) must not involve more than the normal risk of repayment or present other unfavorable features.



USA Patriot Act of 2001.The USA Patriot Act of 2001 (the Patriot Act) was enacted in response to the terrorist
attacks that occurred in New York, Pennsylvania and Washington, D.C. on September 11, 2001. The Patriot Act is intended to strengthen the ability of U.S. law enforcement and the intelligence community to work cohesively to combat terrorism on a
variety of fronts. The potential impact of the Act on financial institutions of all kinds is significant and wide ranging. The Patriot Act contains sweeping anti-money laundering and financial transparency laws, which require various new
regulations, including standards for verifying customer identification at account opening, and rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in
terrorism or money laundering. The Act has required financial institutions to adopt new policies and procedures to combat money laundering, and it grants the Secretary of the Treasury broad authority to establish regulations and impose requirements
and restrictions on financial institutions operations.



Community Reinvestment.Under the Community Reinvestment Act (CRA), as implemented by regulations of the federal bank regulatory agencies, an insured bank has a continuing and affirmative
obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for banks, nor
does it limit a banks discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the federal bank regulatory agencies, in connection with
their examination of insured banks, to assess the banks records of meeting the credit needs of their communities, using the ratings of outstanding, satisfactory, needs to improve, or substantial
noncompliance, and to take that record into account in its evaluation of certain applications by those banks. All insured banks are required to make public disclosure of their CRA performance ratings. Each of the Banks received at least a
satisfactory rating in its most recent CRA examination.



Sarbanes-Oxley Act of 2002.On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the SOX Act) was signed into law and became some of the most sweeping federal legislation addressing accounting,
corporate governance and



8



---

disclosure issues. The SOX Act applies to all public companies and imposed significant new requirements for public company governance and disclosure
requirements. Some of the provisions of the SOX Act became effective immediately while others are still in the process of being implemented.



In general, the SOX Act mandated important new corporate governance and financial reporting requirements intended to enhance the accuracy and transparency
of public companies reported financial results. It established new responsibilities for corporate chief executive officers, chief financial officers and audit committees in the financial reporting process, and it created a new regulatory body
to oversee auditors of public companies. It backed these requirements with new Securities and Exchange Commission (SEC) enforcement tools, increased criminal penalties for federal mail, wire and securities fraud, and created new criminal
penalties for document and record destruction in connection with federal investigations. It also increased the opportunity for more private litigation by lengthening the statute of limitations for securities fraud claims and providing new federal
corporate whistleblower protection.



The SOX Act went further
to require that the various securities exchanges, including The NASDAQ Stock Market, prohibit the listing of the stock of an issuer unless that issuer complies with various new corporate governance requirements imposed by the exchanges, including
the requirement that various corporate matters (including executive compensation and board nominations) be approved, or recommended for approval by the issuers full board of directors, by directors of the issuer who are independent
as defined by the exchanges rules or by committees made up of independent directors. Bancorporations common stock is not listed, but it is subject to many of the provisions of the SOX Act that apply to all public
companies without regard to the listing of their securities.



The economic and operational effects of this new legislation on public companies, including Bancorporation, have been and will continue to be significant in terms of the time, resources and costs associated with complying with the new law.
Because the SOX Act, for the most part, applies equally to larger and smaller public companies, Bancorporation will be presented with additional challenges as a smaller, community-oriented financial institution seeking to compete with larger
financial institutions in our market.



Statistical
Data.    Certain statistical disclosures for bank holding companies required by Securities and Exchange Commission Industry Guide 3 are included in the section entitled Managements Discussion and Analysis of
Financial Condition and Results of Operations on pages 5 through 32 of Bancorporations 2004 Annual Report to Shareholders which is incorporated herein by reference in Item 7 of this Report.



Competition.    The Banks compete in their local
markets with other depository institutions and various other companies or firms that engage in similar activities. The Banks compete for deposits with other commercial banks, savings banks and credit unions and with the issuers of commercial paper
and other securities, such as shares in money market funds. In making loans, the Banks compete with other commercial banks, savings banks, credit unions, consumer finance companies, leasing companies and other lenders. In addition, competition for
personal and corporate trust services is offered by insurance companies, other businesses and individuals.



Changes in state and federal laws to permit interstate banking have increased competition in the Banks local markets. A number of large bank holding
companies located in other states and having consolidated resources greater than those of Bancorporation including the largest in the Southeastern United States have acquired banks located in South Carolina and Georgia with which the Banks compete
in their local markets.



Available
Information.    Bancorporation does not have its own separate Internet website. Access is provided through First Citizens Internet website (www.firstcitizensonline.com)to provide a means by which the public may
obtain copies of Bancorporations annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, free of charge as soon as reasonably practicable after they are electronically filed
with or furnished to the Securities and Exchange Commission. As an alternative, the Commission maintains an Internet site that contains reports and other information that Bancorporation files electronically with the Commission. The address of the
Commissions website is www.sec.gov.



9



---

|Item 1A. | EXECUTIVE OFFICERS
|-------- | ------------------



The following table lists persons who are considered to be executive officers of Bancorporation or of First Citizens.



|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and age             |  | Position and previous business experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Jim B. Apple 52          |  | Bancorporations Chairman (since 2002), President (since 1994), and Chief Executive Officer (since 1998), and First Citizens Chairman (since 2002) and Chief Executive Officer (since
1998); previously served as First Citizens President (1994-2002)                                                                                                                                                                                                                                                                                                                                                                    
|                         | 
|Frank B. Holding 76      |  | Bancorporations and First Citizens Vice Chairman and Chairman of the Executive Committee of the Board                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                         | 
|Peter M. Bristow 39      |  | Bancorporations Executive Vice President and Chief Operating Officer (since 2002); First Citizens President and Chief Operating Officer (since 2002); previously served as First
Citizens Executive Vice President and Chief Operating Officer (1999-2001) and Senior Vice President (1997-1999)                                                                                                                                                                                                                                                                                                                         
|                         | 
|David G. Barnett 45      |  | First Citizens Executive Vice President (since 1999) and Retail Division Executive (since 1998); previously served as Senior Vice President (1996-1999)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                         | 
|Sharon W. Bryant 43      |  | First Citizens Executive Vice President (since 2002), Division Executive (since 2001), and Trust and Investor Services Director (since 2000); previously served as Senior Vice President
(1999-2002) and Human Resources Director (1999-2000); prior to her employment with First Citizens, served as Senior Vice President and Midland Area Executive for First Union National Bank                                                                                                                                                                                                                                       
|                         | 
|Charles D. Cook 61       |  | Bancorporations and First Citizens Corporate Secretary (since 2002); First Citizens Executive Vice President (since 2002); previously served as First Citizens Senior Vice
President and Commercial Lending Director                                                                                                                                                                                                                                                                                                                                                                                                    
|                         | 
|Craig L. Nix 33          |  | Bancorporations Executive Vice President, Chief Financial Officer (since 2001) and Treasurer; First Citizens Executive Vice President and Chief Financial Officer (since 2004);
previously served as First Citizens Executive Vice President and Controller (2001-2004); and Bancorporations and First Citizens Senior Vice President (1999-2001); prior to his employment with First Citizens, served as Audit Manager
(1998-1999) and Senior Auditor (1993-1997) for PricewaterhouseCoopers LLP, and Audit Director of Financial Services (1997-1998) for Resource Bancshares Mortgage Group, Inc. (mortgage banking)
|                         | 
|Edgar L. Prosser 51      |  | First Citizens Executive Vice President (since 2002) and Consumer Lending Director; previously served as Senior Vice President and Consumer Lending Director                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         | 
|Jay D. Weir 47           |  | Bancorporations and First Citizens Executive Vice President and General Auditor (since 2004); Senior Vice President and General Auditor (2003-2004); Senior Vice President and
Director of Internal Audit (since 2003); and Audit Services Director (since 2002); prior to his employment with First Citizens, served as Senior Vice President and Audit Director (1997-2001) and Vice President and Audit Manager (1987-1997) for
Wachovia Bank                                                                                                                                                                          
|                         | 
|William A. Loadholdt 45  |  | First Citizens Executive Vice President and Chief Information Officer (since 2001); prior to his employment with First Citizens, served as Senior Vice President and Deposit Services
Manager (1999-2001), Senior Vice President and Deposit Encoding Manager (1996-1999), and Senior Vice President and Time Deposits Manager (1994-1996), for Wachovia Bank                                                                                                                                                                                                                                                              
|                         | 
|Robert B. Frantz, Jr. 43 |  | First Citizens Executive Vice President and Division Executive (since 2002); previously served as Senior Vice President and Division Executive (2001-2002) and Senior Vice President and
Director of E-Banking (2000-2001); prior to his employment with First Citizens, served as Area Vice President for First-Citizens Bank & Trust Company, Raleigh, NC (1994-2000)                                                                                                                                                                                                                                                    
|                         | 
|Toby W. Goodlett 37      |  | First Citizens Executive Vice President and Georgia Division Executive (since 2003); previously served as Senior Vice President and Mortgage Director (2000-2003); prior to his employment
with First Citizens, served as Vice President and Production Manager for Carolina First Mortgage Company (1996-2000)                                                                                                                                                                                                                                                                                                            



10



---

|                    |  |                                                                                                                                                                                                                                                                                                                             
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and age        |  | Position and previous business experience                                                                                                                                                                                                                                                                                   
|Marc H. Johnson 53  |  | First Citizens Executive Vice President and Commercial Lending Director (since 2002); prior to his employment with First Citizens, served as South Carolina Risk Management Executive
(1992-2002) and East Region Executive (1987-1992) for Bank of America                                                                
|                    | 
|F. Britt Borders 41 |  | First Citizens Executive Vice President and Director of Wealth Management (since 2005); prior to his employment with First Citizens, served as Senior Vice President of Wealth Management
for AmSouth Bank, Birmingham, Alabama (2002-2004) and Senior Vice President of Wealth Management for Bank of America (1986-2002).
|                    | 
|Jenny V. Gould 56   |  | First Citizens Executive Vice President and Retail Banking Director (since 2005); prior to her employment with First Citizens, served as Regional Vice President for RBC Centura (2002-2005)
and Vice President for RBC Royal Bank (1965-2002)                                                                             



|Item 2. | PROPERTIES
|------- | ----------



Bancorporation owns in fee simple one piece of property having a book value of $59,324 at December 31, 2004. To the limited extent necessary, it occupies
space owned by First Citizens. Bancorporation and First Citizens executive office is located at 1225 Lady Street in Columbia, South Carolina.



The Banks own in fee simple properties at 170 locations having a book value of $120,955,360 at December 31, 2004 which are used for their main offices,
branch offices, associated parking lots for customers and employees, or housing other operational units. In addition, the Banks lease 30 properties, substantially all of which are used for branch offices and associated parking lots for customers and
employees. All of these leases are for relatively long terms or include renewal options considered by management to be adequate. Rental expense paid for these properties in 2004 was approximately $736,782, which was netted against $1,608,299 in
rental income on properties owned by the Banks.



The properties
leased and owned are all generally considered adequate for the Banks purposes; however, there is a continuing program of modernization, expansion, and the occasional replacement of facilities. Maintenance and repairs are not significant items
of expense in the Banks operations. Items of a capital nature are added to the property accounts, and, at such time as they are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the related accounts and
the resulting gains or losses are reflected in income.



Additional information concerning Bancorporations and the Banks properties and their commitments under current leasing arrangements is contained in Note 7 to Bancorporations consolidated financial statements which are
incorporated into Item 8 of this report by reference.



|Item 3. | LEGAL PROCEEDINGS
|------- | -----------------



Neither Bancorporation nor either of the Banks is a party to, nor is any of their property the subject of, any material or other pending legal proceeding,
other than ordinary routine proceedings incidental to their businesses.



|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



None



PART II



|Item 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ----------------------------------------------------------------------------------------------------------------



The information required by this item regarding Bancorporations common
equity and related stockholder matters is incorporated herein by reference to the section entitled Market and Dividend Information Regarding Common and Preferred Stock on page 2 of the Registrants 2004 Annual Report to
Shareholders.





11



---

Bancorporation did not sell any equity securities during 2004, and during the fourth quarter of 2004, it
did not repurchase any of its outstanding equity securities.



|Item 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



The information required by this item is incorporated herein by reference to the section entitled Table 1: Summary of Operations on page 10 of
the Registrants 2004 Annual Report to Shareholders.



|Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



The information required by this item is incorporated herein by reference to the section entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations on pages 5 through 32 of the Registrants 2004 Annual Report to Shareholders.



|Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------



The information required by this item is incorporated herein by reference to the section entitled Managements Discussion and Analysis of
Financial Condition and Results of Operations under the caption Market Rate Risk on page 29 of the Registrants 2004 Annual Report to Shareholders.



|Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------



The information required by this item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth on
pages 36 through 66 of the Registrants 2004 Annual Report to Shareholders.



|Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



None



|Item 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



Evaluation of Disclosure Controls and Procedures.    Registrants Chief Executive Officer and Chief Financial Officer,
after evaluating the effectiveness of Registrants disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report, have
concluded that Registrants disclosure controls and procedures were effective as of the end of that period.



Managements Annual Report on Internal Control Over Financial Reporting.    The annual report of management on
Registrants internal control over financial reporting is incorporated herein by reference on page 33 of Registrants 2004 Annual Report to Shareholders.



Attestation Report of Registered Public Accounting Firm.    The attestation report of
Registrants independent accountants regarding managements assessment of Registrants internal control over financial reporting is contained in the Report of Independent Registered Public Accounting Firm and is incorporated herein by
reference on page 34 of Registrants 2004 Annual Report to Shareholders.



Changes in Internal Control Over Financial Reporting.    There were no changes in Registrants internal control over financial reporting that occurred during our most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, Registrants internal control over financial reporting.



|Item 9B. | OTHER INFORMATION
|-------- | -----------------



None



12



---

PART III



|Item 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|-------- | --------------------------------------------------



Directors and Executive Officers.    The information regarding Registrants directors under the caption PROPOSAL 1:
ELECTION OF DIRECTORS on pages 6 through 7 of Registrants definitive Proxy Statement for its Annual Meeting of Shareholders to be held April 21, 2005, is incorporated herein by reference. Information regarding Registrants executive
officers is contained in Item 1A of this report.



Compliance
with Section 16(a) of the Securities Exchange Act of 1934.    The information under the caption Section 16(a) Beneficial Ownership Reporting Compliance on page 6 of Registrants definitive Proxy Statement for
its Annual Meeting of Shareholders to be held April 21, 2005, is incorporated herein by reference.



Audit Committee Financial Expert.    Information regarding the Board of Directors determination that its Audit Committee
includes an audit committee financial expert which is contained under the caption Audit CommitteeMembers on page 9 of Registrants definitive Proxy Statement for its Annual Meeting of Shareholders to be held April
21, 2005, is incorporated by reference.



Code of
Ethics.    Registrants Board of Directors has adopted a Code of Ethics that applies to its directors and to its principal executive officer and principal financial officers. A copy of the Code of Ethics will be
provided, without charge, to any person upon request. Requests for copies should be directed by mail to Registrants Secretary, Charles D. Cook, at First Citizens Bancorporation, Inc., Post Office Box 29, Columbia, SC 29202, or by telephone to
(803) 733-2036.



Procedures for Shareholder Recommendations
to Nominating Committee.    Registrants Nominating Committee has adopted procedures to be followed by shareholders who wish to recommend candidates to the Committee for its consideration in connection with its
recommendation of director nominees to the Board of Directors. A copy of those procedures is attached as an exhibit to this Report.



|Item 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



The information under the captions Director Compensation, Compensation Committee Interlocks and Insider Participation, Cash
Compensation, Pension Plan and Post-retirement Consulting Agreements on pages 8, 11 and 12 through 13 of Registrants definitive Proxy Statement for its Annual Meeting of Shareholders to be held April 21, 2005, is
incorporated herein by reference.



|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------



The information under the caption Beneficial Ownership of Securities on pages 2 through 6 of Registrants definitive Proxy Statement for
its Annual Meeting of Shareholders to be held April 21, 2005, is incorporated herein by reference.



|Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------



The information under the captions Compensation Committee Interlocks and Insider Participation and Transactions with Related
Parties, on pages 11 and 14 through 15 of Registrants definitive Proxy Statement for its Annual Meeting of Shareholders to be held April 21, 2005, is incorporated herein by reference.



|Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------



The information under the caption Services and Fees During 2003 and 2004 on page 15 through 16 of Registrants definitive Proxy Statement
for its Annual Meeting of Shareholders to be held April 21, 2005, is incorporated herein by reference.



13



---

PART IV



|Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



(1) Financial Statements:



The following consolidated financial statements of First Citizens Bancorporation, Inc. and subsidiaries included on pages 34 through 66 of
Registrants 2004 Annual Report to Shareholders are incorporated by reference in Item 8.



Report of Independent Registered Public Accounting Firm

Consolidated Statements of Condition

Consolidated Statements of Income

Consolidated Statements of Changes in Stockholders
Equity and Comprehensive Income

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements



(2) Financial Statement Schedules:



All schedules are omitted as the required information is either inapplicable or is presented in the consolidated financial statements of
the Registrant and its subsidiaries or Notes thereto incorporated herein by reference.



(3) The following exhibits are either attached hereto or incorporated by reference:



|     |  |                                                                                                                                                                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended Articles of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrants March 31, 2004
Quarterly Report on Form 10-Q).                                                                                                    
|     | 
|3.3  |  | Bylaws of the Registrant as amended (incorporated herein by reference to Exhibit 3.3 of the Registrants 2003 Annual Report on Form
10-K).                                                                                                                             
|     | 
|4.1  |  | Amended and Restated Trust Agreement of FCB/SC Capital Trust I (incorporated herein by reference to Exhibit 4.1 of Registrants
Registration Statement No. 333-60319 filed with the SEC on July 31, 1998).                                                             
|     | 
|4.2  |  | Form of Guaranty Agreement (incorporated herein by reference to Exhibit 4.2 of Registrants Registration Statement No. 333-60319 filed
with the SEC on July 31, 1998).                                                                                                 
|     | 
|4.3  |  | Junior Subordinated Indenture between Registrant and Bankers Trust Company, as Debenture Trustee (incorporated herein by reference to
Exhibit 4.3 of Registrants Registration Statement No. 333-60319 filed with the SEC on July 31, 1998).                           
|     | 
|4.4  |  | Form of Certificate evidencing Capital Securities (incorporated herein by reference to Exhibit 4.5 in the Registrants Registration
Statement No. 333-60319 filed with the SEC on July 31, 1998).                                                                      
|     | 
|4.5  |  | Form of Junior Subordinated Debenture (incorporated herein by reference to Exhibit 4.6 in the Registrants Registration Statement No.
333-60319 filed with the SEC on July 31, 1998).                                                                                  
|     | 
|4.6  |  | Amended and Restated Trust Agreement of FCB/SC Capital Trust II (incorporated herein by reference to Exhibit 4.1 of the Registrants
June 30, 2004 Quarterly Report on Form 10-Q).                                                                                     
|     | 
|4.7  |  | Form of Guaranty Agreement between Registrant, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee, dated as of
May 7, 2004 (incorporated herein by reference to Exhibit 4.2 of the Registrants June 30, 2004 Quarterly Report on Form 10-Q).
|     | 
|4.8  |  | Junior Subordinated Indenture between Registrant and Deutsche Bank Trust Company Americas, as Debenture Trustee, dated as of May 7, 2004
(incorporated herein by reference to Exhibit 4.3 of the Registrants June 30, 2004 Quarterly Report on Form 10-Q).            
|     | 
|4.9  |  | Form of Certificate evidencing trust securities issued by FCB/SC Capital Trust II (incorporated herein by reference to Exhibit 4.4 of the
Registrants June 30, 2004 Quarterly Report on Form 10-Q).                                                                   
|     | 
|4.10 |  | Form of Junior Subordinated Debentures issued by Bancorporation to FCB/SC Capital Trust II (incorporated herein by reference to Exhibit 4.5
of the Registrants June 30, 2004 Quarterly Report on Form 10-Q).                                                          
|     | 
|10.1 |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First Citizens and
Jim B. Apple (incorporated herein by reference to Exhibit 10.4 in the Registrants 1998 Annual Report on Form 10-K).         



14



---

|      |  |                                                                                                                                                                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2  |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First
Citizens and Jim B. Apple (incorporated herein by reference to Exhibit 10.2 in the Registrants 2003 Annual Report on Form 10-K).            
|      | 
|10.3  |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First Citizens and
Charles S. McLaurin, III (incorporated herein by reference to Exhibit 10.6 in the Registrants 1998 Annual Report on Form 10-K).             
|      | 
|10.4  |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First
Citizens and Charles S. McLaurin, III (incorporated herein by reference to Exhibit 10.4 in the Registrants 2003 Annual Report on Form 10-K).
|      | 
|10.5  |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First Citizens and
Peter M. Bristow (incorporated herein by reference to Exhibit 10.7 in the Registrants 1998 Annual Report on Form 10-K).                     
|      | 
|10.6  |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First
Citizens and Peter M. Bristow (incorporated herein by reference to Exhibit 10.6 in the Registrants 2003 Annual Report on Form 10-K).        
|      | 
|10.7  |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated June 1, 2000, between First Citizens and Craig
L. Nix (incorporated herein by reference to Exhibit 10.7 in the Registrants 2003 Annual Report on Form 10-K).                              
|      | 
|10.8  |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated June 1, 2000, between First
Citizens and Craig L. Nix (incorporated herein by reference to Exhibit 10.8 in the Registrants 2003 Annual Report on Form 10-K).                 
|      | 
|10.9  |  | Deferred Compensation Plan of First Citizens Bank (incorporated herein by reference to Exhibit 10.6 in the Registrants 2001 Annual
Report on Form 10-K).                                                                                                                              
|      | 
|10.10 |  | Deferred Compensation Plan of First Citizens Bank (filed herewith).                                                                                                                                                                                                                    
|      | 
|13    |  | Registrants 2004 Annual Report to Shareholders (filed herewith).                                                                                                                                                                                                                      
|      | 
|21    |  | Subsidiaries of Registrant (filed herewith).                                                                                                                                                                                                                                           
|      | 
|24    |  | Powers of Attorney (filed herewith).                                                                                                                                                                                                                                                   
|      | 
|31.1  |  | Certification of Chief Executive Officer required by Rule 13a-14(a) (filed herewith).                                                                                                                                                                                                  
|      | 
|31.2  |  | Certification of Chief Financial Officer required by Rule 13a-14(a) (filed herewith).                                                                                                                                                                                                  
|      | 
|32    |  | Certification (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) (filed
herewith).                                                                                                                                              
|      | 
|99.1  |  | Registrants Procedures for Submission of Recommendations by Shareholders to the Nominating Committee (filed
herewith).                                                                                                                                                                
|      | 
|99.2  |  | Registrants Definitive Proxy Statement for the Annual Meeting to be held April 21, 2005 (being filed
separately).                                                                                                                                                                     



15



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|                  |  |  |  |                                                  |  |     |  |                                           
|----------------- |  |  |  | ------------------------------------------------ |  | --- |  | ------------------------------------------
|Dated: 03/15/2005 |  |  |  | FIRST CITIZENS BANCORPORATION,
INC. (Registrant)
|                  |  |  |  |                                                 
|                  |  |  |  |                                                  |  | By: |  | /s/    CRAIG L. NIX                       
|                  |  |  |  |                                                  |  |     |  | Craig L. Nix, Executive Vice President/CFO



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.



|                                                         |  |                                                                             |  |           
|-------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ----------
|Signatures                                               |  | Title                                                                       |  | Date      
|                                                         |  |                                                                            
|/S/    FRANK B.
HOLDING*Frank B.
Holding                 |  | Vice Chairman of the Board Chairman of the Executive Committee of the Board |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    JIM B.
APPLEJim B. Apple                          |  | Chairman of the Board/President Chief Executive Officer                     |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    PETER
BRISTOWPeter
Bristow                        |  | Executive Vice President Chief Operating Officer Director                   |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    RICHARD W.
BLACKMON*Richard W.
Blackmon           |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    GEORGE H.
BROADRICK*George H.
Broadrick           |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    DR. WALTER C.
COTTINGHAM*Dr. Walter C.
Cottingham |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    DAVID E.
DUKES*David E.
Dukes                     |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    WILLIAM E. HANCOCK,
III*William E. Hancock, III   |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    ROBERT B.
HAYNES*Robert B.
Haynes                 |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    WYCLIFFE E.
HAYNES*Wycliffe E.
Haynes             |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    LEWIS M.
HENDERSON*Lewis M.
Henderson             |  | Director                                                                    |  | 03/15/2005
|                                                         |  |                                                                            
|/S/    DAN H.
JORDAN*Dan H.
Jordan                       |  | Director                                                                    |  | 03/15/2005



16



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|                                                         |  |                                                  |  |           
|-------------------------------------------------------- |  | ------------------------------------------------ |  | ----------
|Signatures                                               |  | Title                                            |  | Date      
|                                                         |  |                                                 
|/S/    N. WELCH MORRISETTE,
JR.*N. Welch Morrisette,
Jr. |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    E. PERRY
PALMER*E. Perry
Palmer                   |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    WILLIAM E.
SELLARS*William E.
Sellars             |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    HENRY F.
SHERRILL*Henry F.
Sherrill               |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    CARMEN H.
AMES*Carmen H.
Ames                     |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    CHARLES S. MCLAURIN
III*Charles S. McLaurin       |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    KEVIN B.
MARSH*Kevin B.
Marsh                     |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    M. CRAIG GARNER,
JR.*M. Craig Garner,
Jr.         |  | Director                                         |  | 03/15/2005
|                                                         |  |                                                 
|/S/    CRAIG L.
NIXCraig L. Nix                          |  | Executive Vice President Chief Financial Officer |  | 03/15/2005



* I, Charles D. Cook,
hereby sign this Annual Report on Form 10-K on March 15, 2005, on behalf of each of the indicated persons for whom I have been appointed attorney-in-fact pursuant to Powers of Attorney filed herewith.



|    |  |                                     
|--- |  | ------------------------------------
|By: |  | /S/    CHARLES D.
COOK              
|    |  | Charles D. Cook, as Attorney-In-Fact



17



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FORM 10-K

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit                                                                                                                                                                                                                                                                                
|              | 
|3.1           |  | Amended Articles of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrants March 31, 2004
Quarterly Report on Form 10-Q).                                                                                                                    
|              | 
|3.3           |  | Bylaws of the Registrant as amended (filed herewith).                                                                                                                                                                                                                                  
|              | 
|4.1           |  | Amended and Restated Trust Agreement of FCB/SC Capital Trust I (incorporated herein by reference to Exhibit 4.1 of Registrants
Registration Statement No. 333-60319 filed with the SEC on July 31, 1998).                                                                             
|              | 
|4.2           |  | Form of Guaranty Agreement (incorporated herein by reference to Exhibit 4.2 of Registrants Registration Statement No. 333-60319 filed
with the SEC on July 31, 1998).                                                                                                                 
|              | 
|4.3           |  | Junior Subordinated Indenture between Registrant and Bankers Trust Company, as Debenture Trustee (incorporated herein by reference to
Exhibit 4.3 of Registrants Registration Statement No. 333-60319 filed with the SEC on July 31, 1998).                                           
|              | 
|4.4           |  | Form of Certificate evidencing Capital Securities (incorporated herein by reference to Exhibit 4.5 in the Registrants Registration
Statement No. 333-60319 filed with the SEC on July 31, 1998).                                                                                      
|              | 
|4.5           |  | Form of Junior Subordinated Debenture (incorporated herein by reference to Exhibit 4.6 in the Registrants Registration Statement No.
333-60319 filed with the SEC on July 31, 1998).                                                                                                  
|              | 
|4.6           |  | Amended and Restated Trust Agreement of FCB/SC Capital Trust II (incorporated herein by reference to Exhibit 4.1 of the Registrants
June 30, 2004 Quarterly Report on Form 10-Q).                                                                                                     
|              | 
|4.7           |  | Form of Guaranty Agreement between Registrant, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee, dated as of
May 7, 2004 (incorporated herein by reference to Exhibit 4.2 of the Registrants June 30, 2004 Quarterly Report on Form 10-Q).                
|              | 
|4.8           |  | Junior Subordinated Indenture between Registrant and Deutsche Bank Trust Company Americas, as Debenture Trustee, dated as of May 7, 2004
(incorporated herein by reference to Exhibit 4.3 of the Registrants June 30, 2004 Quarterly Report on Form 10-Q).                            
|              | 
|4.9           |  | Form of Certificate evidencing trust securities issued by FCB/SC Capital Trust II (incorporated herein by reference to Exhibit 4.4 of the
Registrants June 30, 2004 Quarterly Report on Form 10-Q)                                                                                    
|              | 
|4.10          |  | Form of Junior Subordinated Debentures issued by Bancorporation to FCB/SC Capital Trust II (incorporated herein by reference to Exhibit 4.5
of the Registrants June 30, 2004 Quarterly Report on Form 10-Q).                                                                          
|              | 
|10.1          |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First Citizens and
Jim B. Apple (incorporated herein by reference to Exhibit 10.4 in the Registrants 1998 Annual Report on Form 10-K).                         
|              | 
|10.2          |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First
Citizens and Jim B. Apple (incorporated herein by reference to Exhibit 10.2 in the Registrants 2003 Annual Report on Form 10-K).            
|              | 
|10.3          |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First Citizens and
Charles S. McLaurin, III (incorporated herein by reference to Exhibit 10.6 in the Registrants 1998, Annual Report on Form 10-K).            
|              | 
|10.4          |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First
Citizens and Charles S. McLaurin, III (incorporated herein by reference to Exhibit 10.4 in the Registrants 2003 Annual Report on Form 10-K).
|              | 
|10.5          |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First Citizens and
Peter M. Bristow (incorporated herein by reference to Exhibit 10.7 in the Registrants 1998 Annual Report on Form 10-K).                     



18



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|              |  |                                                                                                                                                                                                                                                                                
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit                                                                                                                                                                                                                                                                        
|              | 
|10.6          |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated December 31, 1998, between First
Citizens and Peter M. Bristow (incorporated herein by reference to Exhibit 10.6 in the Registrants 2003 Annual Report on Form 10-K).
|              | 
|10.7          |  | Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated June 1, 2000, between First Citizens and Craig
L. Nix (incorporated herein by reference to Exhibit 10.7 in the Registrants 2003 Annual Report on Form 10-K).                      
|              | 
|10.8          |  | Amendment to Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated June 1, 2000, between First
Citizens and Craig L. Nix (incorporated herein by reference to Exhibit in the Registrants 2003 Annual Report on Form 10-K).              
|              | 
|10.9          |  | Deferred Compensation Plan of First Citizens Bank and Trust Company (incorporated herein by reference to Exhibit 10.6 in the
Registrants 2001 Annual Report on Form 10-K).                                                                                                    
|              | 
|10.10         |  | Deferred Compensation Plan of First Citizens Bank (filed herewith).                                                                                                                                                                                                            
|              | 
|13            |  | Registrants 2004 Annual Report to Shareholders (filed herewith).                                                                                                                                                                                                              
|              | 
|21            |  | Subsidiaries of Registrant (filed herewith).                                                                                                                                                                                                                                   
|              | 
|24            |  | Power of Attorney (filed herewith).                                                                                                                                                                                                                                            
|              | 
|31.1          |  | Certification of Chief Executive Officer required by Rule 13a-14(a) (filed herewith).                                                                                                                                                                                          
|              | 
|31.2          |  | Certification of Chief Financial Officer required by Rule 13a-14(a) (filed herewith).                                                                                                                                                                                          
|              | 
|32            |  | Certification (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) (filed
herewith).                                                                                                                                      
|              | 
|99.1          |  | Registrants Procedures for Submission of Recommendations by Shareholders to the Nominating Committee of (filed
herewith).                                                                                                                                                     
|              | 
|99.2          |  | Registrants Definitive Proxy Statement for the Annual Meeting to be held April 21, 2005 (being filed
separately).                                                                                                                                                             



19