EMPLOYEE DEATH BENEFIT AND POST-RETIREMENT NONCOMPETITION
                          AND CONSULTATION AGREEMENT

            THIS AGREEMENT, made and entered into and effective as of the 22nd
day of January, 1996, by and between FIRST-CITIZENS BANK & TRUST COMPANY, a
North Carolina banking corporation with its principal office in Raleigh, Wake
County, North Carolina (hereinafter referred to as "Employer"); and JOSEPH A.
COOPER, JR., an employee of Employer, who is currently serving as a Group Vice
President (hereinafter referred to as "Employee");

                             W I T N E S S E T H:

            WHEREAS, Employee has provided guidance, leadership and
direction in the growth, management and development of Employer, during which
time Employee has learned trade secrets, confidential procedures and
information, and technical and sensitive plans of Employer; and,

            WHEREAS, Employer values the efforts, abilities and accomplishments
of Employee as an important member of management and desires to continue to have
Employee's experience and knowledge available to it following Employee's
retirement from employment with Employer; and,

            WHEREAS, Employer desires to limit Employee's availability to other
employers or entities which are in competition with Employer following
Employee's retirement from employment with Employer; and,

            WHEREAS, Employer, as part of a plan adopted for a class of
employees of Employer, has offered to Employee a noncompetition arrangement
together with a limited, when-called, independent contractor consultation
service arrangement and a death benefit arrangement for Employee's designated
beneficiary or Estate, as applicable, and the parties hereto have reached an
agreement concerning the independent contractor consulting relationship, the
noncompetition arrangement, the death benefit arrangement and other

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<PAGE>
matters contained herein and desire to set forth the terms and conditions
thereof.
            NOW, THEREFORE, for and in consideration of the mutual promises and
undertakings herein set forth, the parties hereto do agree as follows:

            1. RETIREMENT DATE. The term "Retirement Date," as used herein,
shall be defined for purposes of this Agreement as the last day of the calendar
month in which Employee attains the age of sixty-five (65) or as such date prior
or subsequent thereto as shall be agreed upon between Employer and Employee.

                  Employer and Employee hereby acknowledge that compulsory
retirement is not enforceable except as provided by law. Employer and Employee
further agree that no provision herein shall be construed as requiring
Employee's retirement except as may now or hereafter be permitted by law;
however, Employee acknowledges Employer's continuing policy, in an effort to
provide opportunities and continuity, to encourage retirement at age sixty-five
(65) and to require retirement at age sixty-five (65) where permissible by law.

            2. DEATH BENEFITS. In the event Employee dies while employed by
Employer prior to Employee's Retirement Date, Employer will pay the sum of
Fifty-Seven Thousand Three Hundred Forty-Eight and 72/100 Dollars ($57,348.72)
per year, payable in monthly installments of Four Thousand Seven Hundred
Seventy-Nine and 06/100 Dollars ($4,779.06), for a period of ten (10) years, to
such individual or individuals as Employee shall have designated in writing
filed with Employer or, in the absence of such designation, to the Estate of
Employee. The first payment shall be made not later than two (2) months
following Employee's death. Payments hereunder shall be payable each month
without deductions and the recipient shall be solely responsible for the payment
of all income and other taxes and assessments applicable on said payments.

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<PAGE>
            3. CONSULTATION PAYMENTS. In the event Employee retires from
employment on Employee's Retirement Date, Employee shall be paid by Employer the
sum of One Thousand One Hundred Ninety-Four and 76/100 Dollars ($1,194.76) per
month, beginning not later than two (2) months after Employee's Retirement Date,
for a period of ten (10) years following Employee's Retirement Date or until
death, whichever first occurs. Such monthly payments shall be paid for and in
consideration of Employee's Consultation Services, as provided herein; such sum
to be payable to Employee whether or not Employee's Consultation Services have
been utilized by Employer. Consultation Payments hereunder shall be payable each
month without deductions and Employee agrees to be solely responsible for the
payment of all income and other taxes out of said funds and all Social Security,
self-employment and any other taxes or assessments, if any, applicable on said
compensation.

                  For and in consideration of said monthly Consultation Payments
to Employee, Employee will provide support, sponsorship, advisory and
Consultation Services as an independent contractor to Employer, as and when
Employer may request, which services may be provided with respect to all phases
of Employer's business and particularly those phases in which Employee has
particular expertise and knowledge. Employee's services shall be limited to
those of an independent consultant, shall not be on a day-to-day regularly
scheduled operational basis and shall be provided only when Employee is
reasonably available and willing. Employer shall make available to Employee such
office space and equipment as are reasonably necessary for Employee to carry out
the obligations under this Agreement and shall reimburse Employee for any
extraordinary expenses incurred in carrying out the obligations hereunder.

                  Effective as of Employee's Retirement Date, Employee and
Employer agree that Employee shall be, under the terms of this

                                       55
<PAGE>
Agreement, an independent contractor, and Employee agrees that his rights and
privileges and his obligations are as provided in this Agreement as to matters
covered herein.

                  If Employee should die during said ten (10) year period,
payments under this Paragraph shall terminate. Future payments, if any, to
Employee's designated beneficiary or Employee's Estate shall be made in
accordance with the provisions of Paragraph 5 of this Agreement.

            4. NONCOMPETITION PAYMENTS. In the event Employee retires from
employment on Employee's Retirement Date, Employee shall be paid by Employer the
sum of Three Thousand Five Hundred Eighty-Four and 30/100 Dollars ($3,584.30)
per month, beginning not later than two (2) months after Employee's Retirement
Date, for a period of ten (10) years following Employee's Retirement Date or
until death, whichever first occurs. Such monthly payments shall be paid for and
in consideration of Employee's Covenant Not To Compete as provided herein.
Noncompetition Payments hereunder shall be payable each month without deductions
and Employee agrees to be solely responsible for the payment of all income or
other taxes or assessments, if any, applicable on said payments.

                  For and in consideration of said monthly Noncompetition
Payments to Employee, Employee agrees that he will not become an officer or
employee of, provide any consultation to nor participate in any manner with any
other entity of any type or description involved in any major element of
business which Employer is performing at Employee's Retirement Date nor will
Employee perform or seek to perform any consultation or other type of work or
service with any other firm, person or entity, directly or indirectly, in any
such business which competes with Employer, whether done directly or indirectly,
in ownership, consultation, employment or otherwise. Employee agrees not to
reveal to outside sources, without the consent of Employer, any matters, the

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revealing of which could, in any manner, adversely affect or disclose Employer's
business or any part thereof, unless required by law to do so. This Covenant Not
To Compete by Employee is limited to the geographic area of North Carolina,
shall exist for and during the term of all payments to be made under this
Covenant Not To Compete, whether made directly by Employer or as otherwise
provided herein, and shall not prevent Employee from purchasing or acquiring, as
an investor only, a financial interest of less than five percent (5%) in a
business or other entity which is in competition with Employer.

                  Employee acknowledges that the remedy at law for breach of
Employee's Covenant Not To Compete will be inadequate and that Employer shall be
entitled to injunctive relief as to any violation thereof; however, nothing
herein shall be construed as prohibiting Employer from pursuing any other
remedies available to it, in addition to injunctive relief, whether at law or in
equity, including the recovery of damages. In the event Employee shall breach
any condition of Employee's Covenant Not To Compete, then Employee's right to
any of the payments becoming due under Paragraphs 3 and 4 of this Agreement
after the date of such breach shall be forever forfeited and the right of
Employee's designated beneficiary or Employee's Estate to any payments under
this Agreement shall likewise be forever forfeited. This forfeiture is in
addition to and not in lieu of any of the above-described remedies of Employer
and shall be in addition to any injunctive or other relief as described herein.
Employee further acknowledges that any breach of Employee's Covenant Not To
Compete shall be deemed a material breach of this Agreement.

                  If Employee should die during said ten (10) year period,
payments under this Paragraph shall terminate. Future payments, if any, to
Employee's designated beneficiary or

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<PAGE>
Employee's Estate shall be made in accordance with the provisions of Paragraph 5
of this Agreement.

            5. CONTINUATION OF PAYMENTS. Upon Employee's death during said ten
(10) year period of payments hereunder, the sum of Four Thousand Seven Hundred
Seventy-Nine and 06/100 Dollars ($4,779.06) per month shall be paid to
Employee's designated beneficiary or Employee's Estate, as applicable, beginning
the first calendar month following the date of Employee's death and continuing
thereafter until the expiration of said ten (10) year period. Once the
Consultation and/or Noncompetition Payments are begun, whether paid by Employer
or as otherwise provided herein, the maximum payment period under this Agreement
is ten (10) years. Payments hereunder shall be payable each month without
deductions and the recipient shall be solely responsible for all income and
other taxes and assessments applicable on said payments.

            6. FORFEITURE OF BENEFITS. This Agreement is subject to termination
by Employer at any time and without stated cause. ln the event Employer shall
terminate this Agreement, Employee shall forfeit all rights to receive any
payment provided for herein. Likewise, in the event Employee does not retire
from employment on Employee's Retirement Date or Employee's employment is
terminated, either voluntarily or involuntarily, for reasons other than death or
retirement, Employee shall forfeit all rights to receive any payment provided
for herein. Employee acknowledges and agrees that any benefit provided for
herein is merely a contractual benefit and that nothing contained herein shall
be construed as conferring upon Employee any vested benefits or any vested
rights to receive any payment provided for herein and that any and all payments
provided for herein shall be subject to a substantial risk of forfeiture until
such time as said payments are actually made by Employer. Employee also
acknowledges that the contractual benefit provided for herein is specifically
conditioned

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<PAGE>
upon Employee's retirement from employment on Employee's Retirement Date.

            7. CLAIMS PROCEDURE. If any benefits become payable under this
Agreement, Employee (or Employee's beneficiary in the case of Employee's death)
shall file a claim for benefits by notifying Employer orally or in writing. If
the claim is wholly or partially denied, Employer shall provide a written notice
within ninety (90) days specifying the reasons for the denial, any additional
material or information necessary to receive benefits, and the steps to be taken
if a review of the denial is desired.

                  If a claim is denied and a review is desired, Employee (or
Employee's beneficiary in the case of Employee's death) shall notify Employer in
writing within sixty (60) days. In requesting a review, Employee or Employee's
beneficiary may submit any written issues and comments he or she feels are
appropriate. Employer shall then review the claim and provide a written decision
within sixty (60) days. This decision shall state the specific reasons for the
decision and shall include references to specific provisions on which the
decision is based.

            8. ASSIGNMENT OF RIGHTS. Neither Employee nor any designated
beneficiary shall have any right to sell, assign, transfer or otherwise convey
the right to receive any payment hereunder.

            9. PAYMENTS AND FUNDING. Any payments under this Agreement shall be
independent of, and in addition to, those under any other Plan, program or
agreement which may be in effect between the parties hereto, or any other
compensation payable to Employee or Employee's designee by Employer. This
Agreement shall not be construed as a contract of employment nor does it
restrict the right of Employer to discharge Employee at will or the right of
Employee to terminate employment at will.

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<PAGE>
                  Employer may, in its sole discretion, purchase an insurance
policy on the life of Employee to fund or assist in the funding of this
Agreement. Employee agrees to promptly supply to Employer and its selected or
prospective insurance carrier, upon request, any and all information requested,
in order to enable the insurance carrier to evaluate the risks involved in
providing the insurance requested by Employer. Any and all rights to any and all
benefits under such insurance policy on the life of Employee shall be solely the
property of Employer and all proceeds of such policy shall be payable by the
insurer solely to Employer, as owner of such policy. Employee specifically
waives any rights in any insurance policy on Employee's life owned by Employer
pursuant to this Agreement. Such policy shall not serve in any way as security
to Employee for Employer's performance under this Agreement. The rights accruing
to Employee or any designee hereunder shall be solely those of an unsecured
creditor of Employer and shall be subordinate to the rights of the depositors of
Employer.

                  Employer may, in its sole discretion, discharge its
liabilities under this Agreement to Employee, Employee's designated beneficiary
or Employee's Estate at any time by the purchase of an annuity from a reputable
insurance or similar company authorized to do, and doing, business in North
Carolina and the assignment of the rights under said annuity to the benefit of
Employee, Employee's designated beneficiary or Employee's Estate. If this option
is exercised by Employer, all rights accruing to Employee, Employee's designated
beneficiary or Employee's Estate hereunder shall be governed solely by the
annuity contract and any election made under said annuity contract; and Employer
shall be fully discharged from any further liabilities to Employee, Employee's
designated beneficiary or Employee's Estate under this Agreement.

                  Employer may, in its sole discretion, discharge its
liabilities under this Agreement to Employee, Employee's designated

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<PAGE>
beneficiary or Employee's Estate at any time by determining the present value of
the payments due hereunder, said amount to be determined by the use of the U.S.
Government bond rate for the nearest year applicable to the time of the payments
due hereunder for the present value computation and once determined, by payment
of said amount in a lump sum to Employee, Employee's designated beneficiary or
Employee's Estate, as applicable.


            10. SUICIDE. In the event Employee commits suicide within two (2)
years of the execution of this Agreement, all payments provided for herein to be
paid to Employee's designated beneficiary or Employee's Estate shall be
forfeited.

            11. BINDING EFFECT. This Agreement shall be binding upon Employee,
his heirs, personal representatives and assigns and upon Employer, its
successors and assigns.

            12. AMENDMENT OF AGREEMENT. This Agreement may not be altered,
amended or revoked except by a written agreement signed by Employer and
Employee.

            13. INTERPRETATION. Where appropriate in this Agreement, words used
in the singular shall include the plural and words used in the masculine shall
include the feminine.

            14. INVALID PROVISION. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were not contained herein.

            15. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of North Carolina.

            IN TESTIMONY WHEREOF, Employer has caused this Agreement to be
executed in its corporate name by its Group Vice President, attested by its
Secretary/Assistant Secretary and its corporate seal to be hereto affixed, all
by the authority of its Board of

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<PAGE>
Directors duly given, and Employee has hereunto set his hand and adopted as his
seal the typewritten word "SEAL" appearing beside his name, as of the day and
year first above written.

                              FIRST-CITIZENS BANK & TRUST COMPANY


                                    /s/ JAMES D. BUCCI
                              By:   ------------------------------------
                                    James D. Bucci, Group Vice President

ATTEST:

/s/ DELORES T. TEEL
------------------------------
    Assistant Secretary



                               /s/ JOSEPH A. COOPER, JR.
                              --------------------------------------(SEAL)
                              Joseph A. Cooper, Jr.


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<PAGE>
STATE OF NORTH CAROLINA
COUNTY OF WAKE

                        FIRST AMENDMENT OF EMPLOYEE DEATH
                           BENEFIT AND POST-RETIREMENT
                    NONCOMPETITION AND CONSULTATION AGREEMENT

                  THIS FIRST AMENDMENT OF EMPLOYEE DEATH BENEFIT AND
POST-RETIREMENT NONCOMPETITION AND CONSULTATION AGREEMENT ("First Amendment"),
made and entered into and effective as of the 26th day of October, 1998, by and
between FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking
corporation with its principal place of business in Raleigh, Wake County, North
Carolina (hereinafter referred to as "Employer"); and JOSEPH A. COOPER, JR.
(hereinafter referred to as "Employee");

                              W I T N E S S E T H:

                  WHEREAS, in recognition of Employee's contribution to the
growth, management and development of Employer and in order to limit Employee's
availability to other employers or entities in competition with Employer
following Employee's retirement from employment with Employer, Employer and
Employee entered into that certain Employee Death Benefit and Post-Retirement
Noncompetition and Consultation Agreement, dated as of January 22, 1996, which
is incorporated herein by reference (hereinafter referred to as the
"Agreement"), which Agreement was executed pursuant to a benefit plan adopted by
Employer as of January 1, 1986, for a class of senior management employees of
Employer; and,

                  WHEREAS, Employer now desires to enter into Phase V of such
benefit plan, as part of which Employer desires to increase the benefits payable
to Employee as set forth in the Agreement by amending said Agreement pursuant to
Paragraph 12 thereof, such increased benefits to be effective as of the date of
this First Amendment.

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

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

                  "2. DEATH BENEFITS. In the event Employee dies while employed
                  by Employer prior to Employee's Retirement Date, Employer will
                  pay the sum of Sixty-Four Thousand Two Hundred Forty-Nine and
                  No/100 Dollars ($64,249.00) per year, payable in monthly
                  installments of Five Thousand Three Hundred Fifty-Four and
                  09/100 Dollars ($5,354.09) for a period of ten (10) years, to
                  such individual or individuals as Employee shall have
                  designated in writing filed with Employer or, in the absence
                  of such designation, to the Estate of Employee. The first
                  payment shall be made not later than two (2) months following
                  Employee's death. Payments hereunder shall be payable each
                  month without deductions and the recipient shall be solely
                  responsible for the payment of all income and other taxes and
                  assessments applicable on said payments."

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

                  "3. CONSULTATION PAYMENTS. In the event Employee retires from
                  employment on Employee's Retirement Date, Employee shall be
                  paid by Employer the sum of One Thousand Three Hundred
                  Thirty-Eight and 52/100 Dollars ($1,338.52) per month,
                  beginning not later than two (2) months after Employee's
                  Retirement Date, for a period of ten (10) years following
                  Employee's Retirement Date or until death, whichever first
                  occurs. Such monthly payments shall be paid for and in
                  consideration of Employee's Consultation Services, as provided
                  herein; such sum to be payable to Employee whether or not
                  Employee's Consultation Services have been utilized by
                  Employer. Consultation Payments hereunder shall be payable
                  each month without deductions and Employee agrees to be solely
                  responsible for the payment of all income and other taxes out
                  of said funds and all Social Security, self-employment and any
                  other taxes or assessments, if any, applicable on said
                  compensation."

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

                  "4. NONCOMPETITION PAYMENTS. In the event Employee retires
                  from employment on Employee's Retirement Date, Employee shall
                  be paid by Employer the sum of Four Thousand Fifteen and
                  57/100 Dollars ($4,015.57) per month, beginning not later than
                  two (2) months after Employee's Retirement Date, for a period
                  of ten (10) years following Employee's Retirement Date or
                  until death, whichever first occurs. Such monthly payments
                  shall be paid for and in consideration of Employee's Covenant
                  Not To Compete as provided herein. Noncompetition Payments
                  hereunder shall be payable each month without deductions and
                  Employee agrees to be solely responsible for the payment of
                  all income or other taxes or assessments, if any, applicable
                  on said payments."


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

                  "5. CONTINUATION OF PAYMENTS. Upon Employee's death during
                  said ten (10) year period of payments hereunder, the sum of
                  Five Thousand Three Hundred Fifty-Four and 09/100 Dollars
                  ($5,354.09) per month shall be paid to Employee's designated
                  beneficiary or Employee's Estate, as applicable, beginning the
                  first calendar month following the date of Employee's death
                  and continuing thereafter until the expiration of said ten
                  (10) year period. Once the Consultation and/or Noncompetition
                  Payments are begun, whether paid by Employer or as otherwise
                  provided herein, the maximum payment period under this
                  Agreement is ten (10) years. Payments hereunder shall be
                  payable each month without deductions and the recipient shall
                  be solely responsible for all income and other taxes and
                  assessments applicable on said payments."

                  5. All of the remaining terms and conditions of the Agreement
which are not expressly amended by this First Amendment shall remain in full
force and effect.

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

                                       FIRST-CITIZENS BANK & TRUST COMPANY



                                       By:  /s/ JAMES B. HYLER, JR.
                                          ------------------------------------
                                            James B. Hyler, Jr., Vice Chairman


Attest:


/s/ ALEXANDER G. MACFADYEN, JR.
-------------------------------
         Secretary



                                       /s/ JOSEPH A. COOPER, JR. (SEAL)
                                       --------------------------
                                       Joseph A. Cooper, Jr.



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