First Supplemental Indenture



 EXHIBIT 4.2 
  

  
 FIRST CITIZENS BANCORPORATION, INC. 
  
 Issuer

  
 and 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS 
  
 Trustee 
  
 FIRST SUPPLEMENTAL INDENTURE 
  

Dated as of April 5, 2005 
  
 To 
  
 INDENTURE 
  
 Dated as of April 5, 2005 
  
 6.80% SUBORDINATED
NOTES DUE 2015 
  








 TABLE OF CONTENTS 
  

			
	 	  	Page


	 ARTICLE 1 Relation to Indenture; Definitions
	  	1
		
	 SECTION 1.01. Relation to Indenture
	  	1
		
	 SECTION 1.02. Definitions
	  	1
		
	 SECTION 1.03. General References
	  	1
		
	 ARTICLE 2 The Series of Securities
	  	2
		
	 SECTION 2.01. The Form and Title of the Securities
	  	2
		
	 SECTION 2.02. Amount
	  	2
		
	 SECTION 2.03. Stated Maturity
	  	2
		
	 SECTION 2.04. Interest and Interest Rates
	  	2
		
	 SECTION 2.05. Place of Payment
	  	2
		
	 SECTION 2.06. Global Securities
	  	3
		
	 ARTICLE 3 Redemption
	  	3
		
	 SECTION 3.01. Optional Redemption by the Company
	  	3
		
	 SECTION 3.02. Certain Definitions
	  	3
		
	 SECTION 3.03. Applicability of Article
	  	4
		
	 ARTICLE 4 Appointment of the Trustee for the Notes
	  	4
		
	 SECTION 4.01. Appointment of Trustee
	  	4
		
	 SECTION 4.02. Rights, Powers, Duties and Obligations of the Trustee
	  	4
		
	 ARTICLE 5 Miscellaneous
	  	5
		
	 SECTION 5.01. Continued Effect
	  	5
		
	 SECTION 5.02. Governing Law
	  	5
		
	 SECTION 5.03. Counterparts
	  	5

  

			
	 EXHIBITS
	 	 
	 Exhibit A:
	 	Form of Note

  
  







 FIRST SUPPLEMENTAL INDENTURE, dated as of April 5, 2005 (this “Supplemental
Indenture”), between FIRST CITIZENS BANCORPORATION, INC., a South Carolina corporation (the “Company”), having its principal office at 1225 Lady
Street, Columbia, South Carolina 29201, and DEUTSCHE BANK TRUST COMPANY AMERICAS, having a designated corporate trust office located in New York, New
York (“Deutsche Bank”), as trustee under the Indenture referred to below (in such capacity, the “Trustee”). 
  
 RECITALS OF THE COMPANY 
  
 WHEREAS, the Company has heretofore entered into an Indenture, dated as of April 5, 2005 (the “Original Indenture”), with Deutsche
Bank, as trustee; 
  
 WHEREAS, the Original Indenture is
incorporated herein by this reference and the Original Indenture, as supplemented by this Supplemental Indenture, is herein called the “Indenture;” 
  
 WHEREAS, under the Original Indenture, a new series of Securities (as defined in the Original Indenture) may at any time be
established by the Board of Directors of the Company, in accordance with the provisions of the Original Indenture, and the terms of such series may be established by a supplemental indenture executed by the Company and by the Trustee; 
  
 WHEREAS, the Company proposes to create under the Indenture a new series of
Securities; 
  
 WHEREAS, all acts and things necessary to make the
Notes (as herein defined), when executed by the Company and authenticated and delivered by the Trustee as provided in the Original Indenture and this Supplemental Indenture, the valid and binding obligations of the Company and to make this
Supplemental Indenture a valid and binding agreement in accordance with the Original Indenture have been done or performed; 
  
 NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Notes, as follows: 
  

ARTICLE XVI 
 Relation to
Indenture; Definitions 
  
 SECTION 16.01. Relation to
Indenture 
  
 With respect to the Notes (as defined below),
this Supplemental Indenture constitutes an integral part of the Indenture. 
  
 SECTION 16.02. Definitions 
  
 For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture. 
  
 SECTION 16.03. General References 
  
 All references in this Supplemental Indenture to Articles and Sections,
unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to
this Supplemental Indenture as a whole and not to any particular Article, Section or other Subdivision. 







 ARTICLE XVII 
 The Series of Securities 
  
 SECTION 17.01. The Form and Title of the Securities 
  
 There is hereby established a new series of Securities to be issued under the Indenture and to be designated as the Company’s 6.80% Subordinated
Notes due 2015 (the “Notes”), which Notes shall be deemed “Securities” for all purposes under the Indenture. The Notes shall be substantially in the form attached as Exhibit A hereto. 
  
 The Notes shall be executed, authenticated and delivered in accordance with
the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Original Indenture as supplemented by this Supplemental Indenture (including the form of Note set forth as Exhibit A hereto (the terms of
which are incorporated in and made a part of this Supplemental Indenture for all intents and purposes)). 
  
 SECTION 17.02. Amount 
  
 The aggregate principal amount of the Notes which may be authenticated and delivered pursuant hereto is unlimited. The Trustee shall initially
authenticate and deliver Notes for original issue in an initial aggregate principal amount of up to $75,000,000 upon delivery to the Trustee of a Company Order for the authentication and delivery of such Notes. The aggregate principal amount of the
Notes to be issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Notes, upon Company Order without the consent of any Holder. The Notes issued on the date hereof and any such additional
Notes that may be issued hereafter shall be part of the same series of Securities for all purposes under the Indenture. 
  
 Stated Maturity 
  
 The Notes may be issued on any Business Day on or after April 5, 2005, and the Stated Maturity of the Notes shall be April 1, 2015. 
  
 SECTION 17.03. Interest and Interest Rates 
  
 The rate or rates at which the Notes shall bear interest, the date or dates
from which such interest shall accrue, the manner in which interest shall be calculated, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates for any interest payable on any Interest Payment Date, in
each case, shall be as set forth in the form of Note set forth as Exhibit A hereto. 
  
 SECTION 17.04. Place of Payment 
  
 As long as any Notes are outstanding, the Company shall maintain an office or agency in the city of New York, New York where Notes may be presented for payment. 
  

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 SECTION 17.05. Global Securities 
  
 The Notes shall initially be issuable in whole or in part in the form of one or more Global Securities. Such Global
Securities (i) shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York, which shall act as Depository with respect to the Notes, (ii) shall bear the legends set forth in the form of Note attached as Exhibit
A hereto, (iii) may be exchanged in whole or in part for Securities in definitive form upon the terms and subject to the conditions provided in Sections 2.01 and 2.02 of the Original Indenture and (iv) shall otherwise be subject to the
applicable provisions of the Indenture. 
  
 ARTICLE XVIII

 Redemption 
  
 SECTION 18.01. Optional Redemption by the Company 
  
 (a) Each of the Notes may be redeemed at the option of the Company (an “Optional Redemption”) at any time, in whole or in part,
upon notice as set forth in Section 4.04 of the Original Indenture, at a Redemption Price calculated by the Company that is equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed or (2) the sum of the present values of
the remaining scheduled payments of principal and interest on such Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) from the respective date on which such principal and interest would have been paid had such Notes not been redeemed at an applicable Treasury Rate plus 40 basis points, plus, in either case, accrued
and unpaid interest on the principal amount of such Notes to the Redemption Date. 
  
 (b) If less than all of the Notes are redeemed, Notes shall be selected for redemption pursuant to the provisions of Section 4.03 of the Original Indenture. 
  
 (c) The provisions of Sections 4.05, 4.06 and 4.07 of the Original Indenture
shall apply to a redemption of the Notes. 
  
 SECTION 18.02.
Certain Definitions 
  
 “Comparable Treasury
Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. 
  
 “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 
  
 “Independent Investment Banker” means any of the Reference
Treasury Dealers appointed by the Company as such. 
  

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 “Reference Treasury Dealer” means each of two to four primary U.S. Government securities
dealers in New York City (a “Primary Treasury Dealer”) selected by Wachovia Capital Markets, LLC and each of their respective successors; provided that if any of the foregoing ceases to be a Primary Treasury Dealer,
the Company shall substitute that former dealer with another Primary Treasury Dealer. 
  
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date. 
  
 “Treasury Rate” means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date. 
  
 Applicability of Article

  
 Redemption of the Notes at the election of the Company or
otherwise, as permitted or required by any provision of the Notes or this Supplemental Indenture, shall be made in accordance with such provision, Article IV of the Indenture and this Article 3. 
  
 ARTICLE XIX 
 Appointment of the Trustee for the Notes 
  
 SECTION 19.01. Appointment of Trustee 
  
 Pursuant and subject to the Indenture, the Company and the Trustee hereby constitute the Trustee as trustee to act on behalf of the Holders of the Notes,
and as the principal Paying Agent and Security Registrar for the Notes, effective upon execution and delivery of this Supplemental Indenture. By execution, acknowledgment and delivery of this Supplemental Indenture, the Trustee hereby accepts
appointment as trustee, Paying Agent and Security Registrar with respect to the Notes and agrees to perform such trusts upon the terms and conditions set forth in the Indenture and in this Supplemental Indenture. 
  
 SECTION 19.02. Rights, Powers, Duties and Obligations of the Trustee

  
 Any rights, powers, duties and obligations by any
provisions of the Indenture conferred or imposed upon the Trustee shall, insofar as permitted by law, be conferred or imposed upon and exercised or performed by the Trustee with respect to the Notes. 
  

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 ARTICLE XX 
 Miscellaneous 
  
 SECTION 20.01. Continued Effect 
  
 Except as
expressly supplemented and amended hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture, as supplemented and amended hereby, is in all respects hereby ratified
and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided. 
  
 SECTION 20.02. Governing Law 
  
 This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New
York. 
  
 SECTION 20.03. Counterparts 
  
 This instrument may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
delivered, all as of the day and year first above written. 
  

			
	
	FIRST CITIZENS BANCORPORATION, INC.
		
	By:	 	 /s/ Craig L. Nix


	Name:	 	Craig L. Nix
	Title:	 	 Executive Vice President and
 Chief Financial
Officer

	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as Trustee

		
	By:	 	 /s/ Yana Kalachikova


	Name:	 	Yana Kalachikova
	Title:	 	Associate









 EXHIBIT A 
  
 THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE OR OTHER SECURITIES LAWS.
NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY STATE OR OTHER SECURITIES LAWS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS SUBORDINATED NOTE PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) WHICH IS THE LATER OF (X) TWO YEARS (OR THAT SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE SUBORDINATED NOTES AND THE LAST DATE ON WHICH FIRST
CITIZENS BANCORPORATION, INC. (THE “COMPANY”) OR ANY “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) THEREOF WAS THE OWNER OF THIS SUBORDINATED NOTE (OR ANY PREDECESSOR OF THIS SUBORDINATED NOTE) OR (Y) THAT LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW EXCEPT (A) TO THE COMPANY OR ANY AFFILIATE THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SUBORDINATED NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN 








 
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF THAT INVESTOR ACCOUNT
OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SUBORDINATED NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE
SHALL HAVE THE RIGHT PRIOR TO ANY OFFER, SALE OR TRANSFER OF THIS KIND PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. 
  
 THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR
NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. 
  
 THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS 

  

 2 








 
SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. 
  
 UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 REGISTERED 
  

	 NO. - 1 
	 $75,000,000 


  
 FIRST CITIZENS BANCORPORATION, INC. 
 6.80%
SUBORDINATED NOTES DUE 2015 
  
 CUSIP NO.: 319460 AF8 
  
 FIRST CITIZENS BANCORPORATION, INC., a South Carolina corporation
(hereinafter called the “Company,” which term includes any successor corporation under the Indenture (as defined below) hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $75,000,000 on April 1, 2015 (the “Maturity Date”), and to pay interest thereon at the rate per annum of 6.80% from and including April 5, 2005, or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually in arrears on each April 1 and October 1, commencing October 1, 2005, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Subordinated Note is registered at the close of business on the 15th 

  

 3 








 
calendar day of the month preceding the month in which the relevant Interest Payment Date occurs (the “Regular Record Date”). Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Subordinated Note is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Subordinated Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Subordinated Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
Interest payable for any full semi-annual period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest payable for any partial semi-annual period will be computed based on the actual number of days elapsed
during that 180-day period. 
  
 The indebtedness evidenced by the
Subordinated Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the principal of (and premium, if any) and interest on all Senior Indebtedness (as defined
in the Indenture), and this Subordinated Note is issued subject to such provisions and each Holder of this Subordinated Note, by accepting the same, agrees to and shall be bound by such provisions, and authorizes the Trustee on his or her behalf to
take such action as may be necessary or appropriate to effectuate such subordination as provided in the Indenture and appoints the Trustee his or her attorney-in-fact for such purpose. 
  
 Payment of the principal of (and premium, if any) and any interest on this Subordinated Note will be made at the offices or
agencies of the Company maintained for that purpose in the city of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check drawn upon any Paying Agent and mailed on or prior to an Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security
Register. In the event that an Interest Payment Date or the Maturity Date is not a Business Day, the amount payable on such date shall be payable on the next succeeding day that is a Business Day with the same force and effect as if such payment had
been made on such date without any interest or other payment with respect to the delay. 
  
 This Subordinated Note is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued under an Indenture, dated as of April 5, 2005 (the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture and all Indentures supplemental thereto
reference is hereby made for a statement of the respective rights of the Company, the Trustee and the Holders of the Securities (including this Subordinated Note), and the terms upon which the Securities (including this Subordinated Note) are, and
are to be, authenticated and delivered. This Subordinated Note is one of a series of Subordinated Notes of the Company designated as its 6.80% Subordinated Notes due 2015 (herein called the “Subordinated Notes”), initially limited in
aggregate principal amount to $75,000,000. 
  
 As provided in the
Indenture and subject to certain limitations and conditions set forth therein and in this Subordinated Note, the transfer of this Subordinated Note may be registered in the Security Register of the Company upon surrender of this Subordinated Note
for registration of 

  

 4 








 
transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Subordinated Note are payable,
duly endorsed by, or accompanied by, a written instrument of transfer in form satisfactory to the Company, duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Subordinated
Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith. 
  
 The Subordinated Notes are issuable only as registered Subordinated Notes without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture, and subject to certain limitations set
forth therein, this Subordinated Note is exchangeable for a like aggregate principal amount of Subordinated Notes of different authorized denominations, as requested by the Holder surrendering the same. 
  
 The Subordinated Notes shall not be subject to any sinking fund. 

 
 Each of the Subordinated Notes may be redeemed at the option of the
Company (an “Optional Redemption”) at any time, in whole or in part, upon notice as set forth in Section 4.04 of the Indenture, at a Redemption Price calculated in accordance with Section 3.01 of the First Supplemental Indenture;
provided, however, that interest installments on Subordinated Notes whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Subordinated Notes of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the Indenture. 
  
 In the event of a redemption of the Subordinated Notes, the Company will not be required (a) to register the transfer or exchange of Subordinated Notes for a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Subordinated Notes called for such redemption or (b) to register the transfer or exchange of any Subordinated Note, or portion thereof, called for redemption. 
  
 Prior to due presentment for registration of transfer of this Subordinated
Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Subordinated Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Subordinated Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  

The Subordinated Notes shall contain the additional provisions relating to book-entry securities and transfers in certain situations set forth in
Exhibit E to the Indenture. 
  
 If an Event of Default with
respect to the Subordinated Notes shall occur and be continuing, the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of 

  

 5 








 
the Securities of each series to be affected by such amendment or modification under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Outstanding Securities of each such series to be so
affected. In addition, the Indenture permits, in certain circumstances set forth in the Indenture, the Company, when authorized by a Board Resolution, and the Trustee to amend or supplement the Indenture without notice to or the consent of any
Holders of the Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Subordinated Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Subordinated Note and of any Subordinated Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Subordinated
Note. 
  
 No reference herein to the Indenture and no
provision of this Subordinated Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Subordinated Note at the
times, place and rate, and in the coin and currency, herein prescribed. 
  
 This Subordinated Note shall be construed in accordance with and governed by the laws of the State of New York without regard to conflicts of laws principles thereof. 
  
 All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 
  
 Unless the certificate of authentication hereon has
been executed by the Trustee, directly or through an authenticating agent, by the manual signature of an authorized officer, this Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

  

 6 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated: April 5, 2005 
  

			
	 FIRST CITIZENS BANCORPORATION, INC.

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

			
	Attest:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 

 Dated: April 5, 2005 
  
 This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 
  

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

		
	 By:
	 	  


	 	 	Authorized Officer









 ASSIGNMENT 
  
 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  
  

 Name and
address of assignee, including zip code (must be printed or typewritten) 
  

  

 the within Subordinated Note, and all
rights thereunder, hereby irrevocably constituting and appointing 
  

 Attorney to transfer said Subordinated Note on the books of the within Company, with full power of substitution in the premises. 
  
 Dated:                     

			
	 	 	  


		
	 NOTICE:
	 	The signature to this assignment must correspond with the name as it appears upon the face of the within or attached Subordinated Note in every particular, without alteration or enlargement
or any change whatever.