DEFERRED COMPENSATION PLAN
                          OF FIRST CITIZENS CORPORATION
                                  FOR DIRECTORS


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                           DEFERRED COMPENSATION PLAN
                          OF FIRST CITIZENS CORPORATION
                                  FOR DIRECTORS

                                TABLE OF CONTENTS
                                                                          
                                                                            Page
                                                                            ----
SECTION 1      DEFINITIONS                                                     1

SECTION 2      ELIGIBILITY                                                     2

SECTION 3      DEFERRALS                                                       2

SECTION 4      CREDITING OF DEFERRALS AND INCOME                               3

SECTION 5      HARDSHIP WITHDRAWALS                                            3

SECTION 6      DISTRIBUTION OF ACCOUNT                                         4

SECTION 7      ADMINISTRATION OF THE PLAN                                      5

SECTION 8      CLAIM REVIEW PROCEDURE                                          6

SECTION 9      LIMITATION OF RIGHTS                                            6

SECTION 10     LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
               INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS                  6

SECTION 11     ADOPTION OF PLAN BY AFFILIATES                                  7

SECTION 12     AMENDMENT TO OR TERMINATION OF THE PLAN AND RABBI TRUST         7

SECTION 13     STATUS OF MEMBER AS UNSECURED CREDITOR                          7

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                           DEFERRED COMPENSATION PLAN
                          OF FIRST CITIZENS CORPORATION
                                  FOR DIRECTORS

                                    SECTION 1
                                   DEFINITIONS

1.1      "Annual  Retainer  Compensation"  means the  retainer  fee payable to a
         Member by the Company for the then current calendar year, but shall not
         include any meeting or committee fees or expense reimbursements paid to
         a Member,  as  determined  on the first day of the  fiscal  year or, if
         later, as of the first day an individual becomes a Member.

1.2      "Beneficiary"  means only the person or trust as a Member,  in his most
         recent written  designation  filed with the Plan  Administrator,  shall
         have  designated;  provided  that,  if the  Member has failed to make a
         designation  or if no person  designated  shall be alive or if no trust
         shall have been established by the Member, and no successor Beneficiary
         shall have been designated and be alive, the term  "Beneficiary"  shall
         mean (i) the spouse of the deceased Member,  or (ii) if no spouse shall
         be alive, the surviving children of the deceased Member, or (iii) if no
         children shall be alive,  the parent or parents of the deceased Member,
         or (iv) if no parent shall be alive,  the legal  representative  of the
         deceased Member's estate.  Changes in designations of Beneficiaries may
         be made upon written  notice to the Plan  Administrator  in any form as
         the Plan Administrator may prescribe and the Plan  Administrator  shall
         immediately  notify the  Trustee,  in writing,  of any  designation  or
         change in designation.

1.3      "Board of Directors" means the Board of Directors of the Company.

1.4      "Code" means the Internal Revenue Code of 1986, as heretofore and
         hereafter amended.

1.5      "Company" means First Citizens Corporation.

1.6      "Compensation"  means  Annual  Retainer  Compensation  and  Nonretainer
         Compensation.

1.7      "Deferral Amount" means a deferral of Compensation by a Member pursuant
         to Plan Section 3.1.

1.8      "Deferred  Compensation  Account"  means  an  account  established  and
         maintained  on behalf  of each  Member  which  shall be  credited  with
         certain  amounts  deferred  by Members  under the Plan and  adjusted to
         reflect income,  gain, losses and other credits or charges attributable
         thereto.

1.9      "Effective  Date" means,  with  respect to the Company,  the date on or
         after November 1, 1997  designated by the President of the Company and,
         with  respect  to each other  affiliate  adopting  this Plan,  the date
         designated by the adopting affiliate.

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1.10     "Member" means any individual who, pursuant to Plan Section 2, is
         eligible to participate in the Plan.

1.11     "Nonretainer Compensation" means the meeting and committee fees paid to
         a  Member  by  the  Company,  but  does  not  include  Annual  Retainer
         Compensation or expense reimbursement paid to a Member.

1.12     "Plan   Administrator"   means  the  person  or  entity  designated  to
         administer the Plan in accordance with Plan Section 6.1.

1.13     "Plan  Sponsor"  means  individually  (a) the Company or any  successor
         thereto and (b) each  wholly-owned  subsidiary of the Company which has
         adopted the Plan in the manner set forth in Plan Section 10.

1.14     "Plan Year" means the calendar year.

1.15     "Rabbi Trust" means a grantor trust that may be established pursuant to
         the Plan by the Company.

1.16     "Trustee" means the trustee serving under the Rabbi Trust, if
         established and maintained by the Company.

1.17     "Valuation Date" means each June 30 and December 31.

                                    SECTION 2
                                   ELIGIBILITY

         Any member of the board of directors of a Plan Sponsor,  other than any
such member who is an employee, shall be a Member.

                                    SECTION 3
                                    DEFERRALS

         3.1  Each  Member  may  elect to defer a  portion  of the  Compensation
otherwise  payable to the Member.  Deferrals shall be in whole number increments
expressed as a percentage of Compensation to the Member's Deferred  Compensation
Account.

         3.2  Elections  pursuant  to Plan  Section  3.1 must be made in writing
before the Compensation is payable and shall be made effective only with respect
to  Compensation  earned on or after  the  commencement  of  January 1 or July 1
following  the receipt of the Member's  election.  The election may only be made
pursuant to and in such form and manner specified by the Plan  Administrator and
subject to such rules and limitations as the Plan Administrator may prescribe.


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         3.3 A Member may revoke or modify an  election  made  pursuant  to Plan
Section  3.1 as of a date no  earlier  than the  January  1 or July 1  following
receipt of the  revocation by the Plan  Administrator  and subject to such other
rules as may be established by the Plan Administrator.

         3.4 A Member who has suspended  deferrals  pursuant to Plan Section 3.3
may resume  deferrals  in  accordance  with Plan  Section  3.1 at any time to be
effective at the  beginning of the January 1 or July 1 after the  resumption  is
requested in the form and manner specified by the Plan Administrator.

                                    SECTION 4
                        CREDITING OF DEFERRALS AND INCOME

         4.1 All Deferral Amounts shall be credited to the Deferred Compensation
Account of the Member as soon as possible.

         4.2  Except  as  otherwise  provided  in the Plan and Rabbi  Trust,  if
established, as of each Valuation Date the Company shall credit to each Member's
Deferred  Compensation  Account the income,  gains,  losses and other credits or
charges attributable thereto in the manner described in Plan Section 4.4.

         4.3 Each  Member  may  designate  the  hypothetical  investment  of the
Member's Deferred  Compensation Account among one or more of the funds as chosen
and  permitted  by  the  Plan   Administrator   from  time  to  time.  The  Plan
Administrator  shall  specify the form and manner to be used to  designate  such
hypothetical  investment  of  a  Member's  Deferred  Compensation  Account.  The
designation  will continue until changed in the form and manner specified by the
Plan  Administrator,  which  change will be  effective as of January 1 or July 1
following the date the designation change is received by the Plan Administrator.
If no election has been properly or timely filed with the Plan  Administrator or
if the Plan  Administrator  suspends  the  election of  hypothetical  investment
returns by Members, the Member's Deferred Compensation Account shall be credited
with a designated hypothetical investment selected by the Plan Administrator.

         4.4 As of each  Valuation  Date,  each Member's  Deferred  Compensation
Account (other than any Member who has received a  distribution  of his benefits
prior to that  Valuation  Date) or  portions  thereof  shall  be  credited  with
hypothetical  investment return(s) as selected by the Member, or, if applicable,
the Plan Administrator,  based upon the amount credited to the Member's Deferred
Compensation Account as of the immediately preceding Valuation Date.

         4.5 The right of any Member to receive future  distributions  under the
provisions of the Plan shall  constitute an unsecured  claim against the general
assets of the Company.

                                    SECTION 5
                              HARDSHIP WITHDRAWALS

         5.1 The  Plan  Administrator  may pay all or a  portion  of a  Member's
Deferred


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Compensation Account prior to the time such amounts otherwise become payable in
accordance with the provisions of the Plan; provided, however, that any such
distribution shall be made only if the Member demonstrates that he or she is
suffering from "Hardship," as that term is defined under Code Section
401(k)(2)(B)(i)(IV) and applicable Treasury Regulations thereunder. For purposes
of this Section, the Plan Administrator shall have the sole and absolute
discretion, which shall be exercised in a nondiscriminatory and uniform manner,
to determine if a "Hardship" exists with respect to a Member.

         5.2 Hardship payments shall be made to a Member only in accordance with
such rules,  policies,  procedures,  restrictions,  and  conditions  as the Plan
Administrator may from time to time adopt. Any determination of the amount to be
distributed on account of a Hardship shall be made by the Plan  Administrator in
accordance  with rules  applied in a uniform  and  nondiscriminatory  manner.  A
payment under this Section shall be made in a lump sum in cash to the Member and
shall be charged against the Member's  Deferred  Compensation  Account as of the
Valuation Date coinciding with or immediately preceding the date of the payment.

                                    SECTION 6
                             DISTRIBUTION OF ACCOUNT

         6.1 Amount credited to a Member's Deferred  Compensation  Account shall
be  distributed in either a lump sum or  installments  (not longer than ten (10)
years),  as designated by the Member in his or her initial election form or on a
subsequent  election form delivered to the Plan  Administrator not less than one
year prior to the distribution.  Distribution of a Deferred Compensation Account
shall be made (in the case of a lump sum  payment) or  commence  (in the case of
installment  payments) as soon as practicable following the January 1 or July 1,
whichever  occurs first,  following the date the Member ceases to be a member of
the Board of  Directors of the Company and a member of the board of directors of
any  affiliate.  If a Member  elects  to have his or her  Deferred  Compensation
Account  distributed in installments,  the amount of the first installment shall
be a fraction, the numerator of which is one and the denominator of which is the
total  number  of  installments  elected,  and the  amount  of  each  subsequent
installment shall be a fraction of the value (including income credited pursuant
to  Plan  Section  4.2) on the  date  preceding  each  subsequent  payment,  the
numerator  of which is one and the  denominator  of which is the total number of
installments elected minus the number of installments paid.

         6.2 In the event of the death of a Member prior to the  distribution of
his or her Deferred  Compensation  Account in full,  the value of such  Deferred
Compensation Account shall be determined as of the day immediately following the
Member's  death and such amount  shall be  distributed  in a lump sum payment to
Member's designated Beneficiary as soon as administratively feasible thereafter.

         6.3 Distributions shall be made in cash although the Plan Administrator
may  distribute in kind all or any portion of a Member's  Deferred  Compensation
Account  then being  adjusted  by a rate of return  tied to the value of Company
common stock.


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                                    SECTION 7
                           ADMINISTRATION OF THE PLAN

         7.1 Operation of the Plan Administrator.  The Company shall be the Plan
Administrator, unless it appoints another Plan Administrator. If an organization
is appointed to serve as the Plan Administrator, then the Plan Administrator may
designate  in writing a person who may act on behalf of the Plan  Administrator.
The Company shall have the right to remove the Plan Administrator at any time by
notice in  writing.  The Plan  Administrator  may  resign at any time by written
notice or resignation  to the Company.  Upon removal or  resignation,  or in the
event of the dissolution of the Plan Administrator,  the Company shall appoint a
successor.

         7.2      Responsibilities.

                  (a) The Plan Administrator may designate in writing other
persons to carry out its responsibilities under the Plan. The Plan Administrator
may remove any person designated to carry out its responsibilities under the
Plan by notice in writing to that person.

                  (b) The Plan Administrator may employ persons to render advice
with regard to any of their responsibilities. Charges for all services may be
charged against the assets of the Rabbi Trust, if established.

                  (c) Each Plan Sponsor shall indemnify and hold harmless each
person constituting the Plan Administrator from and against any and all claims
and expenses (including, without limitation, attorney's fees and related costs),
in connection with the performance by the person of his duties in that capacity,
other than any of the foregoing arising in connection with the willful neglect
or willful misconduct of the person acting.

         7.3      Duties of the Plan Administrator.

                  (a) If a Rabbi Trust has been established by the Company, the
Plan Administrator shall advise the Trustee with respect to all payments under
the terms of the Plan and shall direct the Trustee in writing to make payments
from the Rabbi Trust.

                  (b) The Plan Administrator shall establish rules, not contrary
to the provisions of the Plan and the Rabbi Trust, if established, for the
administration of the Plan and the transaction of its business. The Plan
Administrator shall have the discretionary authority to construe and interpret
the provisions of the Plan and shall determine all questions arising in the
administration, interpretation and application of the Plan, including, but not
limited to those concerning eligibility for benefits. All determinations of the
Plan Administrator shall be conclusive and binding on all Members and
Beneficiaries, subject to the provisions of this Plan, the terms of the Rabbi
Trust, if established, and applicable law.

         7.4 Action by Plan  Sponsor.  Any action to be taken by a Plan  Sponsor
shall be


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taken by resolution adopted by its Board of Directors or an executive committee
thereof; provided, however, that by resolution, the Board of Directors or an
executive committee thereof may delegate to any officer of a Plan Sponsor the
authority to take any actions other than the power to amend or terminate the
Plan or the Rabbi Trust, if established, or to determine the basis of Plan
benefits.

                                    SECTION 8
                             CLAIM REVIEW PROCEDURE

         8.1 In the  event  that a Member or  Beneficiary  is denied a claim for
benefits under this Plan (the "claimant"),  the Plan Administrator shall provide
to the claimant  written notice of the denial which shall set forth the specific
reason or reasons for the denial and an  explanation  of the Plan's claim review
procedure.

         8.2 If the claimant  wishes a review of the decision  denying his claim
to  benefits  under the Plan,  he or his  representative  must  submit a written
request to the Plan Administrator within sixty (60) days after receiving written
notice of the denial.

         8.3  Upon  receiving  a  written   application  for  review,  the  Plan
Administrator shall review the claimant's claim, which shall take place not more
than sixty (60) days from the date on which the Plan Administrator  received the
written application for review.

                                    SECTION 9
                              LIMITATION OF RIGHTS

         Neither this Plan, the Rabbi Trust, if  established,  nor membership in
the Plan, shall give any Member or other person any right,  except to the extent
that right is specifically  fixed under the terms of the Plan. The establishment
of the Plan shall not be  construed to give any member of the board of directors
of a Plan Sponsor the right to continue to be a member of the board of directors
of a Plan  Sponsor  or to  interfere  with any right to remove the member at any
time.

                                   SECTION 10
                  LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

         10.1 No benefit  which  shall be  payable  under the Plan to any person
shall be subject  in any manner to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge,  encumbrance  or charge,  and any  attempt  to  anticipate,
alienate, sell, transfer,  assign, pledge, encumber, charge or otherwise dispose
of the same  shall be void.  No  benefit  shall in any  manner be subject to the
debts, contracts, liabilities,  engagements or torts of any person, nor shall it
be subject to attachment  or legal process for or against any person,  except to
the extent as may be required by law.

         10.2  Whenever any benefit  which shall be payable under the Plan is to
be paid to or for the benefit of any person who is then a minor or determined to
be incompetent by qualified  medical  advice,  the Plan  Administrator  need not
require the  appointment of a guardian or custodian,


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but shall be  authorized  to cause the same to be paid over to the person having
custody  of the  minor or  incompetent,  or to cause  the same to be paid to the
minor or incompetent without the intervention of a guardian or custodian,  or to
cause  the same to be paid to a legal  guardian  or  custodian  of the  minor or
incompetent  if one has been  appointed  or to cause the same to be used for the
benefit of the minor or incompetent.

         10.3 If the Plan Administrator  cannot ascertain the whereabouts of any
Member to whom a payment  is due under  the  Plan,  the Plan  Administrator  may
direct that the payment and all remaining  payments  otherwise due to the Member
be cancelled on the records of the Plan. In the event the Member later  notifies
the Plan  Administrator  of his whereabouts and requests the payments due to him
under the Plan,  the Plan  Sponsor  shall cause the Plan to restore the Member's
Deferred Compensation Account by the amount of the cancelled payment.

                                   SECTION 11
                         ADOPTION OF PLAN BY AFFILIATES

         With the consent of the Board of Directors, any wholly-owned subsidiary
of the  Company  may adopt  this Plan by action of its board of  directors.  Any
adoption  shall be  evidenced  by  certified  copies  of the  resolution  of the
foregoing   board  of  directors   indicating   the  adoption  by  the  adopting
wholly-owned subsidiary.  The resolution shall define the Effective Date for the
purpose of the Plan as adopted by the wholly-owned subsidiary.

                                   SECTION 12
             AMENDMENT TO OR TERMINATION OF THE PLAN AND RABBI TRUST

         The Company  reserves the right at any time to amend or  terminate,  in
whole or in part,  the Plan or,  if  established,  the  Rabbi  Trust,  except as
otherwise  expressly  provided  therein.  No amendments shall have the effect of
retroactively  changing or depriving  Members or Beneficiaries of rights already
accrued under the Plan. In the event that the Company shall change its name, the
Plan shall be deemed to be amended to reflect  the name change  without  further
action  of  the  Company,  and  the  language  of  the  Plan  shall  be  changed
accordingly.

                                   SECTION 13
                                STATUS OF MEMBER
                              AS UNSECURED CREDITOR

         All Plan benefits shall be the unsecured obligations of the Company and
each Plan  Sponsor  and,  except for those assets which may be placed in a Rabbi
Trust established in connection with this Plan by the Company, no assets will be
placed in trust or  otherwise  segregated  from the  general  assets of any Plan
Sponsor for the payment of obligations hereunder.


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         IN WITNESS  WHEREOF,  the  Company  has  caused  this  indenture  to be
executed as of the 19th day of June, 1997.


                                           COMPANY:

                                           FIRST CITIZENS CORPORATION



                                           By:    /s/ Tom Moat
                                                  --------------------------
                                           Title:  President
                                                  --------------------------

ATTEST: /s/ Douglas J. Hertha
        ------------------------------

Title:  Secretary
        ------------------------------

                [CORPORATE SEAL]