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FORM 10-Q



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarter ended March 31, 2005



Commission File Number 0-11172



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FIRST CITIZENS BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|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)



Registrants
telephone number, including area code (803) 733-3456



No
Change

(Former name, former address and former fiscal year, if changed since last report.)



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



Indicate the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date.



|                                         |  |                              
|---------------------------------------- |  | -----------------------------
|Class                                    |  | Outstanding at April 30, 2005
|Voting Common Stock, $5.00 Par Value     |  | 862,505 Shares               
|Non-Voting Common Stock, $5.00 Par Value |  | 36,409 Shares                

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PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CONDITION - UNAUDITED (Dollars in thousands, except par values and share data)



|                                                                                                                                         |  |               |           |   |                  |   |           |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                         |  | March 31,2005 |           |   | December 31,2004 |  
|ASSETS                                                                                                                                   |  |               |           |   |                  |   |           |  
|Cash and due from banks                                                                                                                  |  | $             | 146,816   |   |                  | $ | 162,620   |  
|Federal funds sold                                                                                                                       |  |               | 229,350   |   |                  |   | 111,554   |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total cash and cash equivalents                                                                                                          |  |               | 376,166   |   |                  |   | 274,174   |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Investment securities:                                                                                                                   |  |               |           |   |                  |   |           |  
|Held-to-maturity, at amortized cost (fair value March 31, 2005-$13,744; December 31, 2004-$14,902)                                       |  |               | 13,750    |   |                  |   | 14,829    |  
|Available-for-sale, at fair value ($844,547 and $794,289 pledged as collateral as of March 31, 2005 and December 31, 2004,
respectively) |  |               | 943,865   |   |                  |   | 889,590   |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total investment securities                                                                                                              |  |               | 957,615   |   |                  |   | 904,419   |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Loans and leases, net                                                                                                                    |  |               | 3,171,126 |   |                  |   | 3,124,197 |  
|Less: Allowance for loan losses                                                                                                          |  |               | (43,690   | ) |                  |   | (43,623   | )
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Net loans and leases                                                                                                                     |  |               | 3,127,436 |   |                  |   | 3,080,574 |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Premises and equipment, net                                                                                                              |  |               | 160,699   |   |                  |   | 154,823   |  
|Interest receivable                                                                                                                      |  |               | 18,226    |   |                  |   | 16,460    |  
|Goodwill                                                                                                                                 |  |               | 24,549    |   |                  |   | 24,549    |  
|Intangible assets                                                                                                                        |  |               | 35,321    |   |                  |   | 36,712    |  
|Other assets                                                                                                                             |  |               | 46,873    |   |                  |   | 41,940    |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total assets                                                                                                                             |  | $             | 4,746,885 |   |                  | $ | 4,533,651 |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                     |  |               |           |   |                  |   |           |  
|Liabilities:                                                                                                                             |  |               |           |   |                  |   |           |  
|Deposits:                                                                                                                                |  |               |           |   |                  |   |           |  
|Demand                                                                                                                                   |  | $             | 734,220   |   |                  | $ | 713,321   |  
|Time and savings                                                                                                                         |  |               | 3,282,898 |   |                  |   | 3,135,052 |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total deposits                                                                                                                           |  |               | 4,017,118 |   |                  |   | 3,848,373 |  
|                                                                                                                                         |  |              
|Short-term borrowings and securities sold under agreements to repurchase                                                                 |  |               | 198,505   |   |                  |   | 164,547   |  
|Long-term debt                                                                                                                           |  |               | 125,361   |   |                  |   | 125,361   |  
|Other liabilities                                                                                                                        |  |               | 30,587    |   |                  |   | 25,914    |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total liabilities                                                                                                                        |  |               | 4,371,571 |   |                  |   | 4,164,195 |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Commitments and contingencies (Note I)                                                                                                   |  |               |           |   |                  |   |           |  
|                                                                                                                                         |  |              
|Stockholders equity:                                                                                                                    |  |               |           |   |                  |   |           |  
|Preferred stock                                                                                                                          |  |               | 3,111     |   |                  |   | 3,111     |  
|Non-voting common stock - $5.00 par value, authorized 1,000,000; issued and outstanding March 31, 2005 and December 31, 2004 -
36,409    |  |               | 182       |   |                  |   | 182       |  
|Voting common stock - $5.00 par value, authorized 2,000,000; issued and outstanding March 31, 2005 and December 31, 2004 -
862,505       |  |               | 4,313     |   |                  |   | 4,313     |  
|Surplus                                                                                                                                  |  |               | 65,081    |   |                  |   | 65,081    |  
|Undivided profits                                                                                                                        |  |               | 289,003   |   |                  |   | 279,401   |  
|Accumulated other comprehensive income, net of deferred taxes of $7,336 at March 31, 2005 and $9,352 at December 31, 2004                |  |               | 13,624    |   |                  |   | 17,368    |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total stockholders equity                                                                                                               |  |               | 375,314   |   |                  |   | 369,456   |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                                               |  | $             | 4,746,885 |   |                  | $ | 4,533,651 |  
|                                                                                                                                         |  |               |           |   |                  |   |           |  



The accompanying
notes are an integral part of these consolidated financial statements.



Page 2



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FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(Dollars in thousands-except per share data)



|                                                    |  |                                 |         |      |   |        
|--------------------------------------------------- |  | ------------------------------- | ------- | ---- | - | -------
|                                                    |  | For the Quarter Ended March 31,
|                                                    |  | 2005                            |         | 2004
|Interest income:                                    |  |                                 |         |      |   |        
|Interest and fees on loans                          |  | $                               | 47,788  |      | $ | 43,049 
|Interest on investment securities:                  |  |                                 |         |      |   |        
|Taxable                                             |  |                                 | 5,634   |      |   | 5,199  
|Non-taxable                                         |  |                                 | 85      |      |   | 118    
|Federal funds sold                                  |  |                                 | 1,449   |      |   | 359    
|                                                    |  |                                 |         |      |   |        
|Total interest income                               |  |                                 | 54,956  |      |   | 48,725 
|                                                    |  |                                 |         |      |   |        
|Interest expense:                                   |  |                                 |         |      |   |        
|Interest on deposits                                |  |                                 | 11,883  |      |   | 9,372  
|Interest on short-term borrowings                   |  |                                 | 1,126   |      |   | 308    
|Interest on long-term debt                          |  |                                 | 2,003   |      |   | 1,492  
|                                                    |  |                                 |         |      |   |        
|Total interest expense                              |  |                                 | 15,012  |      |   | 11,172 
|                                                    |  |                                 |         |      |   |        
|Net interest income                                 |  |                                 | 39,944  |      |   | 37,553 
|Provision for loan losses                           |  |                                 | 1,318   |      |   | 1,154  
|                                                    |  |                                 |         |      |   |        
|Net interest income after provision for loan losses |  |                                 | 38,626  |      |   | 36,399 
|                                                    |  |                                 |         |      |   |        
|Noninterest income:                                 |  |                                 |         |      |   |        
|Service charges on deposits                         |  |                                 | 8,249   |      |   | 8,687  
|Commissions and fees from fiduciary activities      |  |                                 | 740     |      |   | 768    
|Mortgage income                                     |  |                                 | 1,809   |      |   | 323    
|Bankcard discount and fees                          |  |                                 | 1,567   |      |   | 1,470  
|Gain on sale of investment securities               |  |                                 | 33      |      |   | 282    
|Other                                               |  |                                 | 2,103   |      |   | 1,478  
|                                                    |  |                                 |         |      |   |        
|Total noninterest income                            |  |                                 | 14,501  |      |   | 13,008 
|                                                    |  |                                 |         |      |   |        
|Noninterest expense:                                |  |                                 |         |      |   |        
|Salaries and employee benefits                      |  |                                 | 18,363  |      |   | 18,375 
|Net occupancy expense                               |  |                                 | 3,308   |      |   | 2,994  
|Furniture and equipment expense                     |  |                                 | 2,295   |      |   | 1,975  
|Bankcard processing fees                            |  |                                 | 1,821   |      |   | 1,650  
|Data processing fees                                |  |                                 | 3,381   |      |   | 3,119  
|Amortization expense                                |  |                                 | 2,089   |      |   | 2,265  
|Other                                               |  |                                 | 6,314   |      |   | 6,143  
|                                                    |  |                                 |         |      |   |        
|Total noninterest expense                           |  |                                 | 37,571  |      |   | 36,521 
|                                                    |  |                                 |         |      |   |        
|Income before income tax expense                    |  |                                 | 15,556  |      |   | 12,886 
|Income tax expense                                  |  |                                 | 5,600   |      |   | 4,562  
|                                                    |  |                                 |         |      |   |        
|Net income                                          |  | $                               | 9,956   |      | $ | 8,324  
|                                                    |  |                                 |         |      |   |        
|Net income per common share - basic                 |  | $                               | 11.03   |      | $ | 9.16   
|Weighted average common shares outstanding-basic    |  |                                 | 898,914 |      |   | 904,700



The accompanying
notes are an integral part of these consolidated financial statements.



Page 3



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FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME - UNAUDITED

(Dollars in thousands)



|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | - |  | -------------- | ----- | ---------------------- | - | ----------------- |  | - | ------- | - | ---------------- | - | ------ | ------------------------------------------------ | - | ------- | ------------------------ |  | - | ------ | - |  | - | ------- | -
|                                                                                                                     |  | Number ofCommonStockShares |   |  | PreferredStock |       | Non- VotingCommonStock |   | VotingCommonStock |  |   | Surplus |   | UndividedProfits |   |        | Accumulated OtherComprehensiveIncome/(Loss), Net |   |         | TotalStockholdersEquity | 
|Balance at December 31, 2003                                                                                         |  | 905,481                    |   |  | $              | 3,111 |                        | $ | 182               |  | $ | 4,345   |   |                  | $ | 65,081 |                                                  | $ | 247,647 |                          |  | $ | 19,217 |   |  | $ | 339,583 |  
|Comprehensive income:                                                                                                |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Net income                                                                                                           |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | 8,324   |                          |  |   |        |   |  |   | 8,324   |  
|Change in net unrealized gain on investment securities available-for-sale, net of taxes of $888                      |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   | 1,649  |   |  |   | 1,649   |  
|Reclassification adjustment for gains on securities available-for-sale included in net income, net of taxes of $99   |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   | (183   | ) |  |   | (183    | )
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Total comprehensive income                                                                                           |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   | 9,790   |  
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Reacquired voting common stock                                                                                       |  | (1,272                     | ) |  |                |       |                        |   |                   |  |   | (6      | ) |                  |   |        |                                                  |   | (672    | )                        |  |   |        |   |  |   | (678    | )
|Common stock dividends ($0.35 per share)                                                                             |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | (304    | )                        |  |   |        |   |  |   | (304    | )
|Preferred stock dividends                                                                                            |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | (40     | )                        |  |   |        |   |  |   | (40     | )
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Balance at March 31, 2004                                                                                            |  | 904,209                    |   |  |                | 3,111 |                        |   | 182               |  |   | 4,339   |   |                  |   | 65,081 |                                                  |   | 254,955 |                          |  |   | 20,683 |   |  |   | 348,351 |  
|Comprehensive income:                                                                                                |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Net income                                                                                                           |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | 28,385  |                          |  |   |        |   |  |   | 28,385  |  
|Change in net unrealized loss on investment securities available-for-sale, net of benefit of $1,585                  |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   | (2,945 | ) |  |   | (2,945  | )
|Reclassification adjustment for gains on securities available-for-sale included in net income, net of taxes of $200  |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   | (370   | ) |  |   | (370    | )
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Total comprehensive income                                                                                           |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   | 25,070  |  
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Reacquired voting common stock                                                                                       |  | (5,295                     | ) |  |                |       |                        |   |                   |  |   | (26     | ) |                  |   |        |                                                  |   | (2,709  | )                        |  |   |        |   |  |   | (2,735  | )
|Common stock dividends ($0.35 per share)                                                                             |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | (1,104  | )                        |  |   |        |   |  |   | (1,104  | )
|Preferred stock dividends                                                                                            |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | (126    | )                        |  |   |        |   |  |   | (126    | )
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Balance at December 31, 2004                                                                                         |  | 898,914                    |   |  |                | 3,111 |                        |   | 182               |  |   | 4,313   |   |                  |   | 65,081 |                                                  |   | 279,401 |                          |  |   | 17,368 |   |  |   | 369,456 |  
|Comprehensive income:                                                                                                |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Net income                                                                                                           |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | 9,956   |                          |  |   |        |   |  |   | 9,956   |  
|Change in net unrealized gain on investment securities available-for-sale, net of benefit of $2,004                  |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   | (3,723 | ) |  |   | (3,723  | )
|Reclassification adjustment for gains on securities available-for-sale included in net income, net of expense of $12 |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   | (21    | ) |  |   | (21     | )
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Total comprehensive income                                                                                           |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   | 6,212   |  
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Reacquired voting common stock                                                                                       |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |        |                          |  |   |        |   |  |   |        |  
|Common stock dividends ($0.35 per share)                                                                             |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | (314    | )                        |  |   |        |   |  |   | (314    | )
|Preferred stock dividends                                                                                            |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   | (40     | )                        |  |   |        |   |  |   | (40     | )
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  
|Balance at March 31, 2005                                                                                            |  | 898,914                    |   |  | $              | 3,111 |                        | $ | 182               |  | $ | 4,313   |   |                  | $ | 65,081 |                                                  | $ | 289,003 |                          |  | $ | 13,624 |   |  | $ | 375,314 |  
|                                                                                                                     |  |                            |   |  |                |       |                        |   |                   |  |   |         |   |                  |   |        |                                                  |   |         |                          |  |   |        |   |  |   |         |  



The accompanying
notes are an integral part of these consolidated financial statements.



Page 4



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FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Dollars in thousands)



|                                                                                     |  |                                 |          |   |      |   |          |  
|------------------------------------------------------------------------------------ |  | ------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                     |  | For the Quarter Ended March 31, |         
|                                                                                     |  | 2005                            |          |   | 2004 |  
|Cash flows from operating activities:                                                |  |                                 |          |   |      |   |          |  
|Net income                                                                           |  | $                               | 9,956    |   |      | $ | 8,324    |  
|Adjustments to reconcile net income to net cash provided by operating activities:    |  |                                 |          |   |      |   |          |  
|Provision for loan losses                                                            |  |                                 | 1,318    |   |      |   | 1,154    |  
|Depreciation and amortization                                                        |  |                                 | 5,283    |   |      |   | 6,161    |  
|Net accretion of discount on investment securities                                   |  |                                 | 722      |   |      |   | 761      |  
|Deferred income tax expense (benefit)                                                |  |                                 | 820      |   |      |   | (939     | )
|Gain on sales of premises and equipment                                              |  |                                 | (669     | ) |      |   | (7       | )
|Increase in interest receivable                                                      |  |                                 | (1,766   | ) |      |   | (652     | )
|Decrease in interest payable                                                         |  |                                 | 690      |   |      |   | 328      |  
|Origination of mortgage loans held-for-resale                                        |  |                                 | (63,289  | ) |      |   | (45,429  | )
|Proceeds from sales of mortgage loans held-for-resale                                |  |                                 | 58,579   |   |      |   | 39,725   |  
|Gain on sale of mortgage loans held-for-resale                                       |  |                                 | (728     | ) |      |   | (457     | )
|Gain on sale of investment securities                                                |  |                                 | (33      | ) |      |   | (282     | )
|(Increase) decrease in other assets                                                  |  |                                 | (3,707   | ) |      |   | 3,776    |  
|Increase in other liabilities                                                        |  |                                 | 3,983    |   |      |   | 1,186    |  
|                                                                                     |  |                                 |          |   |      |   |          |  
|Net cash provided by operating activities                                            |  |                                 | 11,159   |   |      |   | 13,649   |  
|                                                                                     |  |                                 |          |   |      |   |          |  
|Cash flows from investing activities:                                                |  |                                 |          |   |      |   |          |  
|Net increase in loans and leases                                                     |  |                                 | (43,701  | ) |      |   | (30,288  | )
|Calls, maturities and prepayments of investment securities held-to-maturity          |  |                                 | 3,571    |   |      |   | 4,175    |  
|Purchases of investment securities held-to-maturity                                  |  |                                 | (2,494   | ) |      |   | (1,513   | )
|Proceeds from maturities and calls of investment securities available-for-sale       |  |                                 | 58,897   |   |      |   | 54,434   |  
|Proceeds from sales of investment securities available-for-sale                      |  |                                 | 119      |   |      |   | 72,529   |  
|Purchases of investment securities available-for-sale                                |  |                                 | (119,737 | ) |      |   | (130,083 | )
|Proceeds from sales of premises and equipment                                        |  |                                 | 1,952    |   |      |   | 13       |  
|Purchases of premises and equipment                                                  |  |                                 | (10,586  | ) |      |   | (9,098   | )
|Decrease in other real estate owned                                                  |  |                                 | 463      |   |      |   | 497      |  
|                                                                                     |  |                                 |          |   |      |   |          |  
|Net cash used in investing activities                                                |  |                                 | (111,516 | ) |      |   | (39,334  | )
|                                                                                     |  |                                 |          |   |      |   |          |  
|Cash flows from financing activities:                                                |  |                                 |          |   |      |   |          |  
|Net increase in deposits                                                             |  |                                 | 168,745  |   |      |   | 96,195   |  
|Increase in short-term borrowings and securities sold under agreements to repurchase |  |                                 | 33,958   |   |      |   | 4,169    |  
|Dividends paid                                                                       |  |                                 | (354     | ) |      |   | (344     | )
|Acquisition of common stock                                                          |  |                                 |         |   |      |   | (678     | )
|                                                                                     |  |                                 |          |   |      |   |          |  
|Net cash provided by financing activities                                            |  |                                 | 202,349  |   |      |   | 99,342   |  
|                                                                                     |  |                                 |          |   |      |   |          |  
|Net increase in cash and cash equivalents                                            |  |                                 | 101,992  |   |      |   | 73,657   |  
|Cash and cash equivalents at beginning of period                                     |  |                                 | 274,174  |   |      |   | 221,330  |  
|                                                                                     |  |                                 |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                           |  | $                               | 376,166  |   |      | $ | 294,987  |  
|                                                                                     |  |                                 |          |   |      |   |          |  



The accompanying
notes are an integral part of these consolidated financial statements.



Page 5



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Dollars in thousands)



A summary of the significant accounting policies of First Citizens Bancorporation, Inc.
(Bancorporation) is set forth in Note 1 to the Consolidated Financial Statements in Bancorporations Annual Report on Form 10-K for 2004. The significant accounting policies used during the current quarter are unchanged from those
disclosed in the 2004 Annual Report.



A. Basis of Presentation



The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statement preparation. In the opinion of management, all adjustments necessary for a fair statement of financial position of
Bancorporation as of and for each of the periods presented, and all adjustments comprising normal recurring accruals necessary for a fair statement of the consolidated financial statements have been recorded. Certain immaterial amounts in prior
periods have been reclassified to conform to the 2005 presentation. Such reclassifications had no material effect on Bancorporations reported consolidated financial position or results of operations.



B. Change in Accounting Principles and Effects of New Accounting Pronouncements



In May 2004, the Emerging Issues Task Force (EITF) released
EITF Issue 03-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments. The Issue provided guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain
disclosures with respect to these investments. On September 30, 2004, the FASB Staff Position (FSP) EITF Issue 03-1-1, Effective Date of Paragraph 10-20 of EITF Issue 03-1, The Meaning of Other-Than-Temporary Impairment and
its Application to Certain Investments was issued. This Staff Position delayed certain measurement and recognition provisions of EITF 03-1. On March 31, 2005, Bancorporation held certain investments having continuous unrealized loss positions
for more than 12 months with a fair market value totaling $28,352 and an unrealized loss position totaling $259. Substantially all of these investments were in U.S. government agencies and entities and we expect that these securities would not be
settled at a price less than their amortized cost. Because the decline in market value was caused by interest rate increases and not credit quality, and because Bancorporation has the ability and intent to hold these investments until a recovery of
fair value, which may be maturity, Bancorporation has not recognized any other-than-temporary impairment in connection with these investments.



C. Allowance for Loan Losses (Dollars in thousands)



The following table shows an analysis of the allowance for loan losses:



|                                                                                   |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|---------------------------------------------------------------------------------- |  | --------------------- | ------ | - | ---------------- | - | ------ | ----------------- |  | - | ------------ | - |  | ------------- | ------ | - |  | - | ------ | -
|                                                                                   |  | For the quarter ended |       
|                                                                                   |  | March 31,2005         |        |   | December 31,2004 |   |        | September 30,2004 |  |   | June 30,2004 |   |  | March 31,2004 |       
|Allowance for loan losses:                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Balance at beginning of period                                                     |  | $                     | 43,623 |   |                  | $ | 51,992 |                   |  | $ | 52,188       |   |  | $             | 50,892 |   |  | $ | 51,268 |  
|Provision for loan losses                                                          |  |                       | 1,318  |   |                  |   | (4,807 | )                 |  |   | 1,349        |   |  |               | 3,002  |   |  |   | 1,154  |  
|                                                                                   |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Loans charged off                                                                  |  |                       | (1,562 | ) |                  |   | (1,889 | )                 |  |   | (2,118       | ) |  |               | (2,295 | ) |  |   | (1,883 | )
|Recoveries on loans previously charged off                                         |  |                       | 311    |   |                  |   | 519    |                   |  |   | 573          |   |  |               | 589    |   |  |   | 353    |  
|                                                                                   |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Net charge-offs                                                                    |  |                       | (1,251 | ) |                  |   | (1,370 | )                 |  |   | (1,545       | ) |  |               | (1,706 | ) |  |   | (1,530 | )
|Reclassification of allowance related to unfunded commitments to other liabilities |  |                       |       |   |                  |   | (2,192 | )                 |  |   |             |   |  |               |       |   |  |   |       |  
|                                                                                   |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Balance at end of period                                                           |  | $                     | 43,690 |   |                  | $ | 43,623 |                   |  | $ | 51,992       |   |  | $             | 52,188 |   |  | $ | 50,892 |  
|                                                                                   |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  



D. Goodwill and Other Intangibles
(Dollars in thousands)



In accordance with SFAS No.142, no goodwill
amortization was recorded for the quarter ended March 31, 2005. There was no change in the carrying amount of goodwill since December 31, 2004.



Page 6



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)



The following table shows the carrying values of core deposit intangibles recorded in
Bancorporations consolidated financial statements, all of which are being amortized:



|                         |  |                     |         |   |                        |   |         |  
|------------------------ |  | ------------------- | ------- | - | ---------------------- | - | ------- | -
|                         |  | As ofMarch 31, 2005 |         |   | As ofDecember 31, 2004 |  
|Gross carrying value     |  | $                   | 117,767 |   |                        | $ | 117,767 |  
|Accumulated amortization |  |                     | (89,470 | ) |                        |   | (87,381 | )
|                         |  |                     |         |   |                        |   |         |  
|Balance at end of period |  | $                   | 28,297  |   |                        | $ | 30,386  |  
|                         |  |                     |         |   |                        |   |         |  



Amortization expense on core deposit
intangibles was $2,089 and $2,265 for the quarters ended March 31, 2005 and 2004, respectively.



Bancorporation projects the following aggregate amortization expense based on existing core deposit intangibles for each of the next five years:



For the year ended December 31:



|     |  |   |      
|---- |  | - | -----
|2005 |  | $ | 7,621
|2006 |  |   | 5,947
|2007 |  |   | 5,186
|2008 |  |   | 4,898
|2009 |  |   | 3,771



Mortgage servicing rights as of March
31, 2005 and December 31, 2004 were $7,024 and $6,326, respectively. The fair market value of these mortgage servicing rights was $8,448 and $7,007 as of March 31, 2005 and December 31, 2004, respectively.



For the quarter ended March 31, 2005, amortization expense related to mortgage servicing
rights, included as a reduction of mortgage income in the Consolidated Statements of Income, was negative $233. This was the result of the recapture of $720 of previously recorded impairment partially offset by normal amortization. For the quarter
ended March 31, 2004, amortization was $1,016, consisting of $536 in impairment charges and the remainder consisting of normal amortization.



E. Mergers and Acquisitions (Dollars in thousands)



There were no mergers or acquisitions completed during the quarter ended March 31, 2005. See Subsequent Events for pending acquisitions.



F. Employee Benefits (Dollars in thousands)



The following table details the components of pension expense recognized as a component of
salaries and employee benefits in Bancorporations Consolidated Statements of Income:



|                               |  |                                |        |   |      |   |        |  
|------------------------------ |  | ------------------------------ | ------ | - | ---- | - | ------ | -
|                               |  | For the Quarter EndedMarch 31, |       
|                               |  | 2005                           |        |   | 2004 |  
|Service costs                  |  | $                              | 911    |   |      | $ | 817    |  
|Interest costs                 |  |                                | 897    |   |      |   | 841    |  
|Expected return on plan assets |  |                                | (1,227 | ) |      |   | (1,029 | )
|Recognized net actuarial loss  |  |                                | 283    |   |      |   | 275    |  
|                               |  |                                |        |   |      |   |        |  
|Net pension expense            |  | $                              | 864    |   |      | $ | 904    |  
|                               |  |                                |        |   |      |   |        |  



Bancorporation previously disclosed in
its consolidated financial statements for the year ended December 31, 2004 that the estimated employer contribution for 2005 was $4,000. In March 2005, Bancorporation made an additional contribution of $5,035 related to 2004, which resulted in
prepaid pension cost increasing to $14,950 as of March 31, 2005. In April 2005, Bancorporation made its entire 2005 contribution of $4,130.



Page 7



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)



G. Earnings Per Share (Dollars in thousands, except per share data)



Bancorporations basic earnings per common share were calculated as follows:



|                                                  |  |                                 |         |   |      |   |         |  
|------------------------------------------------- |  | ------------------------------- | ------- | - | ---- | - | ------- | -
|                                                  |  | For the Quarter Ended March 31, |        
|                                                  |  | 2005                            |         |   | 2004 |  
|Net income                                        |  | $                               | 9,956   |   |      | $ | 8,324   |  
|Less: Preferred stock dividends                   |  |                                 | (40     | ) |      |   | (40     | )
|                                                  |  |                                 |         |   |      |   |         |  
|Net income applicable to common stock             |  | $                               | 9,916   |   |      | $ | 8,284   |  
|                                                  |  |                                 |         |   |      |   |         |  
|Weighted average common shares outstanding- basic |  |                                 | 898,914 |   |      |   | 904,700 |  
|                                                  |  |                                
|Net income per common share-basic                 |  | $                               | 11.03   |   |      | $ | 9.16    |  



H. Subsequent Events (Dollars in
thousands, except share data)



On April 5, 2005, Bancorporation completed
the issuance and sale of an aggregate of $75,000 principal amount of 6.80% Subordinated Notes. The notes are unsecured and subordinated in right of payment to all of our senior indebtedness, and call for payment in full at maturity on April 1, 2015,
with interest payable semi-annually (at an annual rate of 6.80%) on April 1 and October 1 each year, beginning October 1, 2005.



Bancorporation used the net proceeds from the sale of the notes to infuse additional capital into one of its wholly-owned bank subsidiaries, First Citizens Bank and Trust
Company, Inc. (the Bank). The Bank currently plans to use that capital to supplement its cash in order to complete its proposed acquisition of Summit Financial Corporation.



On April 21, 2005, Bancorporations Board of Directors declared a $.35 dividend on common stock to shareholders of record on May 13,
2005, payable May 25, 2005.



On May 1, 2005, the Bank completed its acquisition
of Peoples Community Capital Corporation, Inc. Total assets of $127,877, total loans of $81,446 and total deposits of $106,993 were acquired as a result of the transaction.



I. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk



Bancorporation is a defendant in litigation arising out of normal banking activities. In the
opinion of management and Bancorporations counsel, the ultimate resolution of these matters will not have a material effect on Bancorporations consolidated financial condition or results of operations.



Page 8



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking Statements



This discussion may contain statements that could be deemed forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include
projections, predictions, expectations or beliefs about future events or results, or otherwise are not statements of historical fact. Such statements are often characterized by the use of the qualifying words (and their derivatives) such as
expect, believe, estimate, plan, project, anticipate, or other statements concerning opinions or judgments of Bancorporation and its management about future events. Factors that
could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of Bancorporations customers, competition, deposit attrition, actions of government regulators, the
level of market interest rates, and general economic conditions, and risks, uncertainties, and other factors described from time to time in Bancorporations periodic reports filed with the United States Securities and Exchange Commission.



Critical Accounting Policies



The accounting and reporting policies of Bancorporation and its subsidiaries are in
accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. Bancorporations financial position and results of operations are affected by
managements application of accounting policies, including judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of
these policies could result in material changes in Bancorporations consolidated financial position and/or consolidated results of operations. The more critical accounting and reporting policies include Bancorporations accounting for the
allowance for loan losses, pension, goodwill and intangible assets associated with mergers and acquisitions and income taxes. Bancorporations accounting policies are fundamental to understanding Managements Discussion and Analysis of
Financial Condition and Results of Operations. Accordingly, Bancorporations significant accounting policies are discussed in detail in Bancorporations 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission.



RESULTS OF OPERATIONS



Executive Overview of First Quarter Results (Dollars in thousands, except share data)



Net income for the quarters ended March 31, 2005 and 2004 was $9,956 and
$8,324, respectively. Net income per common share was $11.03 and $9.16, respectively. See calculation of earnings per share in the Notes to the Consolidated Financial Statements.



During the quarter, net interest income increased by $2,391, or by 6.37% over the comparable quarter in 2004 primarily due to earning asset
growth. Earning asset growth was primarily attributable to internal loan growth. Average earning assets grew by 7.25% from $4.02 billion at March 31, 2004 to $4.32 billion at March 31, 2005, while the ratio of net interest income to average earning
assets declined from 3.78% for the quarter ended March 31, 2004 to 3.77% for the quarter ended March 31, 2005. See Table 2 Net interest income in Managements Discussion and Analysis of Financial Condition and Results of Operations
for a detailed analysis and discussion of net interest income.



Noninterest
income increased by $1,493, or by 11.48% over the comparable period in 2004, while noninterest expense increased by $1,050, or by 2.88% over the comparable period in 2004. Noninterest income increased during the quarter primarily due to increases in
mortgage income and gain on sale of fixed assets, partially offset by a decline in service charges on deposits. Noninterest expense increased during the quarter primarily related to occupancy and related furniture and equipment expense and an
increase in data processing expense. See Noninterest income and expense in Managements Discussion and Analysis of Financial Condition and Results of Operations for a detailed discussion of noninterest income and expense.



Return on average stockholders equity and average assets are key
measures of earnings performance. Return on average stockholders equity for the quarters ended March 31, 2005 and March 31, 2004 was 10.75% and 9.69%, respectively. Return on average assets for the quarters ended March 31, 2005 and March 31,
2004 was 0.86% and 0.76%, respectively.



Page 9



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Table 1 provides summary information on selected ratios and average and year-to-date
balances.



Table 1: Selected Summary Information (Dollars in thousands,
except per share data)



|                                                                        |  |                                           |           |   |      |   |           |  
|----------------------------------------------------------------------- |  | ----------------------------------------- | --------- | - | ---- | - | --------- | -
|                                                                        |  | As of and for the Quarter Ended March 31, |          
|                                                                        |  | 2005                                      |           |   | 2004 |  
|Selected ratios:                                                        |  |                                           |           |   |      |   |           |  
|Return on average assets                                                |  |                                           | 0.86      | % |      |   | 0.76      | %
|Return on average stockholders equity                                  |  |                                           | 10.75     | % |      |   | 9.69      | %
|Net interest income to average interest-earning assets (tax equivalent) |  |                                           | 3.77      | % |      |   | 3.78      | %
|Average loans to average deposits                                       |  |                                           | 78.84     | % |      |   | 77.79     | %
|                                                                        |  |                                          
|Average stockholders equity to average total assets                    |  |                                           | 7.96      | % |      |   | 7.85      | %
|Average common stockholders equity to average total assets             |  |                                           | 7.90      | % |      |   | 7.78      | %
|                                                                        |  |                                          
|Selected average balances:                                              |  |                                           |           |   |      |   |           |  
|Total assets                                                            |  | $                                         | 4,717,644 |   |      | $ | 4,402,625 |  
|Interest-earning assets                                                 |  |                                           | 4,316,113 |   |      |   | 4,024,518 |  
|Investment securities                                                   |  |                                           | 929,755   |   |      |   | 922,432   |  
|Loans and leases, net                                                   |  |                                           | 3,147,682 |   |      |   | 2,951,732 |  
|Deposits                                                                |  |                                           | 3,992,313 |   |      |   | 3,794,645 |  
|Noninterest-bearing deposits                                            |  |                                           | 730,501   |   |      |   | 659,469   |  
|Interest-bearing deposits                                               |  |                                           | 3,261,812 |   |      |   | 3,135,176 |  
|Interest-bearing liabilities                                            |  |                                           | 3,581,961 |   |      |   | 3,370,470 |  
|Long-term debt                                                          |  |                                           | 125,361   |   |      |   | 72,357    |  
|Stockholders equity                                                    |  |                                           | 375,719   |   |      |   | 345,647   |  



|                                |  |                      |           |   |                         |   |           |  
|------------------------------- |  | -------------------- | --------- | - | ----------------------- | - | --------- | -
|                                |  | As of March 31, 2005 |           |   | As of December 31, 2004 |  
|Capital ratios:                 |  |                      |           |   |                         |   |           |  
|Total risk-based capital ratio  |  |                      | 14.21     | % |                         |   | 14.18     | %
|Tier I risk-based capital ratio |  |                      | 12.48     | % |                         |   | 12.44     | %
|Tier I leverage ratio           |  |                      | 8.76      | % |                         |   | 8.88      | %
|                                |  |                     
|Dividends paid per common share |  | $                    | 0.35      |   |                         | $ | 1.40      |  
|                                |  |                     
|Selected period end balances:   |  |                      |           |   |                         |   |           |  
|Total assets                    |  | $                    | 4,746,885 |   |                         | $ | 4,533,651 |  
|Interest-earning assets         |  |                      | 4,358,091 |   |                         |   | 4,140,170 |  
|Investment securities           |  |                      | 957,615   |   |                         |   | 904,419   |  
|Loans and leases, net           |  |                      | 3,171,126 |   |                         |   | 3,124,197 |  
|Deposits                        |  |                      | 4,017,118 |   |                         |   | 3,848,373 |  
|Noninterest-bearing deposits    |  |                      | 734,220   |   |                         |   | 713,321   |  
|Interest-bearing deposits       |  |                      | 3,282,898 |   |                         |   | 3,135,052 |  
|Interest-bearing liabilities    |  |                      | 3,606,764 |   |                         |   | 3,424,960 |  
|Long-term debt                  |  |                      | 125,361   |   |                         |   | 125,361   |  
|Stockholders equity            |  |                      | 375,314   |   |                         |   | 369,456   |  



Page 10



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Net interest income (Dollars in thousands)



Net interest income represents the principal source of earnings for Bancorporation. Table 2
compares average balance sheet items and analyzes net interest income on a tax equivalent basis for the quarters ended March 31, 2005 and 2004.



Table 2: Comparative Average Balance Sheets and Tax Equivalent Rate/Volume Variance (Dollars in thousands)



|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|---------------------------------------------- |  | ----------------------------------------- | --------- | -------------------- | - | ----------- |  | ---- | ----------------- | ---- | - | ----------------------- | ---- | ---- | - | ---------- | ---- | - | ------ | - | ----- | - |  | - | ----- | - |  | - | ----- | -
|                                               |  | As of and for the Quarter Ended March 31, |          
|                                               |  | Average Balance                           |           | Interest Inc/Exp (1) |   | Yield/ Rate |  |      | Change Due To (2) |      |   | Net Increase (Decrease) |     
|                                               |  | 2005                                      |           | 2004                 |   | 2005        |  | 2004 |                   | 2005 |   |                         | 2004 |      |   | Yield/Rate |      |   | Volume |   |      
|Interest-earning assets:                       |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Loans (3)                                      |  | $                                         | 3,147,682 |                      | $ | 2,951,732   |  | $    | 47,936            |      | $ | 43,210                  |      | 6.18 | % |            | 5.89 | % |        | $ | 1,699 |   |  | $ | 3,027 |   |  | $ | 4,726 |  
|Investment securities: (4)                     |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Taxable                                        |  |                                           | 921,435   |                      |   | 911,483     |  |      | 5,634             |      |   | 5,199                   |      | 2.46 |   |            | 2.29 |   |        |   | 374   |   |  |   | 61    |   |  |   | 435   |  
|Non-taxable                                    |  |                                           | 8,320     |                      |   | 10,949      |  |      | 130               |      |   | 182                     |      | 6.25 |   |            | 6.65 |   |        |   | (11   | ) |  |   | (41   | ) |  |   | (52   | )
|Federal funds sold                             |  |                                           | 238,676   |                      |   | 150,354     |  |      | 1,449             |      |   | 359                     |      | 2.46 |   |            | 0.96 |   |        |   | 547   |   |  |   | 543   |   |  |   | 1,090 |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Total interest-earning assets                  |  |                                           | 4,316,113 |                      |   | 4,024,518   |  |      | 55,149            |      |   | 48,950                  |      | 5.18 |   |            | 4.89 |   |        |   | 2,609 |   |  |   | 3,590 |   |  |   | 6,199 |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Noninterest-earning assets:                    |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Cash and due from banks                        |  |                                           | 169,175   |                      |   | 161,122     |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Premises and equipment                         |  |                                           | 158,221   |                      |   | 138,856     |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Other, less allowance for loan losses          |  |                                           | 74,135    |                      |   | 78,129      |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Total noninterest-earning assets               |  |                                           | 401,531   |                      |   | 378,107     |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Total assets                                   |  | $                                         | 4,717,644 |                      | $ | 4,402,625   |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Interest-bearing liabilities:                  |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Deposits                                       |  | $                                         | 3,261,812 |                      | $ | 3,135,176   |  | $    | 11,883            |      | $ | 9,372                   |      | 1.48 | % |            | 1.20 | % |        | $ | 2,042 |   |  | $ | 469   |   |  | $ | 2,511 |  
|Securities sold under agreements to repurchase |  |                                           | 194,788   |                      |   | 162,937     |  |      | 1,126             |      |   | 308                     |      | 2.34 |   |            | 0.76 |   |        |   | 632   |   |  |   | 186   |   |  |   | 818   |  
|Long-term debt                                 |  |                                           | 125,361   |                      |   | 72,357      |  |      | 2,003             |      |   | 1,492                   |      | 6.39 |   |            | 8.25 |   |        |   | (336  | ) |  |   | 847   |   |  |   | 511   |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Total interest-bearing liabilities             |  |                                           | 3,581,961 |                      |   | 3,370,470   |  |      | 15,012            |      |   | 11,172                  |      | 1.70 |   |            | 1.33 |   |        |   | 2,338 |   |  |   | 1,502 |   |  |   | 3,840 |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Noninterest-bearing liabilities:               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Demand deposits                                |  |                                           | 730,501   |                      |   | 659,469     |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Other liabilities                              |  |                                           | 29,463    |                      |   | 27,039      |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Total noninterest-bearing liabilities          |  |                                           | 759,964   |                      |   | 686,508     |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Total liabilities                              |  |                                           | 4,341,925 |                      |   | 4,056,978   |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Stockholders equity                           |  |                                           | 375,719   |                      |   | 345,647     |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Total liabilities and stockholders equity     |  | $                                         | 4,717,644 |                      | $ | 4,402,625   |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Net interest spread                            |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      | 3.48 | % |            | 3.56 | % |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|Net interest income:                           |  |                                           |           |                      |   |             |  | $    | 40,137            |      | $ | 37,778                  |      |      |   |            |      |   |        | $ | 271   |   |  | $ | 2,088 |   |  | $ | 2,359 |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|to average assets                              |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      | 3.45 | % |            | 3.45 | % |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  
|to average interest-earning assets             |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      | 3.77 | % |            | 3.78 | % |        |   |       |   |  |   |       |   |  |   |       |  
|                                               |  |                                           |           |                      |   |             |  |      |                   |      |   |                         |      |      |   |            |      |   |        |   |       |   |  |   |       |   |  |   |       |  

---

|(1) | Non-taxable interest income has been adjusted to a tax equivalent amount using the incremental statutory federal income tax rate of 35%. The net tax equivalent adjustment amounts
included in the above table were $193 and $225 for the quarters ended March 31, 2005 and 2004, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Yield/rate-volume changes have been allocated to each category based on the percentage of each to the total change.
|--- | -------------------------------------------------------------------------------------------------------------------

|(3) | Nonaccrual loans are included in the average loan balances. Interest income on nonaccrual loans is generally recognized on a cash basis.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(4) | Yields on available-for-sale securities calculated on amortized cost.
|--- | ---------------------------------------------------------------------



Page 11



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Net interest income (continued)



Net interest income on a tax equivalent basis increased $2,359 or by 6.24% for the quarter
ended March 31, 2005 over the comparable quarter in 2004. The increase in net interest income was due to a 7.25% increase in average interest-earning assets, partially offset by a decline in the ratio of net interest income to average
interest-earning assets (net interest margin).



Net interest margin
decreased from 3.78% for the quarter ended March 31, 2004 to 3.77% for the quarter ended March 31, 2005. This was primarily attributable to a decrease in the net interest spread from 3.56% for the quarter ended March 31, 2004 to 3.48% for the
quarter ended March 31, 2005. The decrease in the net interest spread was due to the increase in the ratio of interest expense to average interest-bearing liabilities exceeding the increase in the ratio of interest income to average interest-earning
assets.



The yield on average interest-earning assets increased from 4.89% for
the quarter ended March 31, 2004 to 5.18% for the quarter ended March 31, 2005, or by 29 basis points, while the cost of average interest-bearing liabilities increased from 1.33% to 1.70%, or by 37 basis points. The increase in the yield on average
interest-earning assets was due to increases in the yields on loans (from 5.89% for the quarter ended March 31, 2004 to 6.18% for the quarter ended March 31, 2005), investment securities (from 2.35% for the quarter ended March 31, 2004 to 2.51% for
the quarter ended March 31, 2005) and federal funds sold (from 0.96% for the quarter ended March 31, 2004 to 2.46% for the quarter ended March 31, 2005). Increases in yields on average interest-earning assets occurred due to the increasing interest
rate environment.



The increase in the cost of average interest-bearing
liabilities was primarily due to an increase in the rates paid on average interest-bearing deposits (from 1.20% for the quarter ended March 31, 2004 to 1.48% for the quarter ended March 31, 2005). The cost of average interest-bearing deposits
increased primarily due to an increase in the average amount of and the rate paid on municipal deposits. These deposits are indexed to the three-month Treasury bill, the yield on which increased since March 31, 2004 due to the increasing interest
rate environment. The average balance of municipal deposits indexed to this rate increased from $348,966 for the quarter ended March 31, 2004 to $433,146 for the quarter ended March 31, 2005. The rate paid on municipal deposits increased from 0.89%
for the quarter ended March 31, 2004 to 2.26% for the quarter ended March 31, 2005. These deposit balances are typically higher during the first quarter due to tax collections.



Noninterest income and expense (Dollars in thousands)



Noninterest income increased by $1,493 or by 11.48% for the quarter ended March 31, 2005 compared to the same period in 2004. The most
significant components of the increase were a $1,486 increase in mortgage income and a $662 increase in the gain on sale of fixed assets, partially offset by a $438 decrease in service charges on deposit accounts and a $249 decrease in gain on the
sale of investment securities. Mortgage income increased by $1,486 due to a $1,241 increase in servicing income and a $245 increase in gain on sale of mortgage loans held for sale. The $1,241 increase in servicing income was primarily due to the
recapture of mortgage servicing rights impairment of $720 for the quarter ended March 31, 2005, compared to a $536 impairment charge for the quarter ended March 31, 2004. The recapture of mortgage servicing rights impairment was due to an increase
in mortgage rates since March 31, 2004. As of March 31, 2005, a valuation allowance of $936 remains on mortgage servicing rights due to previous impairment charges. Exclusive of mortgage servicing rights recapture recorded during the quarter ended
March 31, 2005 and impairment recorded during the quarter ended March 31, 2004, mortgage income would have increased by $230 for the quarter ended March 31, 2005 due to higher mortgage originations. Originations of mortgage loans held for sale
increased by $17,860, or by 39.31% over the comparable quarter of 2004. The $662 increase in the gain on the sale of fixed assets is included in Other income in the Consolidated Statements of Income.



Noninterest expense increased by $1,050 or by 2.88% for the quarter ended March 31, 2005 over
the comparable period in 2004. The most significant components of the increase were a $314 increase in net occupancy expense, a $320 increase in furniture and equipment expense and a $262 increase in data processing expense. Net occupancy and
furniture and equipment expense increased primarily due to an increase in depreciation expense of $547. Depreciation expense increased primarily due to an increase in depreciation of bank premises and related equipment. Data processing expense
increased primarily due to expenses related to our new loan, deposit and teller platform.



Income taxes (Dollars in thousands)



Total income tax expense increased by $1,038 or 22.75% for the quarter ended March 31, 2005 compared to the same period in 2004. The effective tax rate was 36.00% and 35.40% for the quarters ended March 31, 2005 and 2004, respectively.



Page 12



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



FINANCIAL CONDITION



Investment securities (Dollars in thousands)



At March 31, 2005, the investment portfolio totaled $957,615 compared to $904,419 at
December 31, 2004, an increase of 5.88%. The increase in the investment portfolio since December 31, 2004 was due to additional investments purchased to cover municipal deposits that must be collateralized. See discussion of the increase in
municipal deposit balances in the Net interest income section of this Managements Discussion and Analysis of Financial Condition and Results of Operations. Bancorporation continues to invest primarily in short-term U.S. government
obligations and agency securities to minimize credit, interest rate and liquidity risks. The investment portfolio consisted of 92.19% and 91.24% U.S. government and agency securities as of March 31, 2005 and December 31, 2004, respectively. The
remainder of the investment portfolio primarily consists of municipal bonds and equity securities.



Loans (Dollars in thousands)



At March
31, 2005, loans totaled $3,171,126, compared to $3,124,197 at December 31, 2004, an annualized increase of 6.01%. Most of the growth in loans was attributable to the commercial and home equity loan portfolios. Loan growth was primarily funded
through core deposits and short-term borrowed funds in the form of repurchase agreements with customers. The composition of the loan portfolio has not shifted significantly since December 31, 2004.



Allowance for loan losses and asset quality (Dollars in thousands)



Bancorporation believes that its allowance for loan losses is adequate to cover losses
inherent in its portfolio at March 31, 2005. Management believes that the provision taken during the quarter ended March 31, 2005 was appropriate to provide an allowance for loan losses which considers the past experience and current trend of
charge-offs, the level of past due and nonaccrual loans, the size and mix of the loan portfolio, credit classifications and general economic conditions affecting Bancorporations market areas. Refer to the following table for a complete
analysis of the allowance for loan losses.



Page 13



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



An analysis of activity in the allowance for loan losses for the previous five quarters
is presented below. The allowance for loan losses is maintained through charges to the provision for loan losses. Loan charge-offs and recoveries are charged or credited directly to the allowance for loan losses.



Allowance for loan losses:



|                                                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|---------------------------------------------------------------------------------------- |  | --------------------- | ------ | - | ---------------- | - | ------ | ----------------- |  | - | ------------ | - |  | ------------- | ------ | - |  | - | ------ | -
|                                                                                         |  | For the quarter ended |       
|                                                                                         |  | March 31,2005         |        |   | December 31,2004 |   |        | September 30,2004 |  |   | June 30,2004 |   |  | March 31,2004 |       
|Allowance for loan losses:                                                               |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Balance at beginning of period                                                           |  | $                     | 43,623 |   |                  | $ | 51,992 |                   |  | $ | 52,188       |   |  | $             | 50,892 |   |  | $ | 51,268 |  
|Provision for loan losses                                                                |  |                       | 1,318  |   |                  |   | (4,807 | )                 |  |   | 1,349        |   |  |               | 3,002  |   |  |   | 1,154  |  
|                                                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Loans charged off                                                                        |  |                       | (1,562 | ) |                  |   | (1,889 | )                 |  |   | (2,118       | ) |  |               | (2,295 | ) |  |   | (1,883 | )
|Recoveries on loans previously charged off                                               |  |                       | 311    |   |                  |   | 519    |                   |  |   | 573          |   |  |               | 589    |   |  |   | 353    |  
|                                                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Net charge-offs                                                                          |  |                       | (1,251 | ) |                  |   | (1,370 | )                 |  |   | (1,545       | ) |  |               | (1,706 | ) |  |   | (1,530 | )
|Reclassification of allowance related to unfunded commitments to other liabilities       |  |                       |       |   |                  |   | (2,192 | )                 |  |   |             |   |  |               |       |   |  |   |       |  
|                                                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Balance at end of period                                                                 |  | $                     | 43,690 |   |                  | $ | 43,623 |                   |  | $ | 51,992       |   |  | $             | 52,188 |   |  | $ | 50,892 |  
|                                                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Nonperforming assets:                                                                    |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Nonaccrual loans                                                                         |  | $                     | 8,133  |   |                  | $ | 6,587  |                   |  | $ | 5,641        |   |  | $             | 6,623  |   |  | $ | 7,132  |  
|Foreclosed real estate                                                                   |  |                       | 1,925  |   |                  |   | 1,890  |                   |  |   | 2,268        |   |  |               | 3,421  |   |  |   | 4,027  |  
|                                                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Total nonperforming assets                                                               |  | $                     | 10,058 |   |                  | $ | 8,477  |                   |  | $ | 7,909        |   |  | $             | 10,044 |   |  | $ | 11,159 |  
|                                                                                         |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Asset quality ratios:                                                                    |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Nonaccrual loans to total loans                                                          |  |                       | 0.26   | % |                  |   | 0.21   | %                 |  |   | 0.18         | % |  |               | 0.22   | % |  |   | 0.24   | %
|Nonperforming assets to total loans                                                      |  |                       | 0.32   | % |                  |   | 0.27   | %                 |  |   | 0.26         | % |  |               | 0.33   | % |  |   | 0.38   | %
|Nonperforming assets to total assets                                                     |  |                       | 0.21   | % |                  |   | 0.19   | %                 |  |   | 0.18         | % |  |               | 0.23   | % |  |   | 0.25   | %
|                                                                                         |  |                       |        |   |                 
|Annualized net charge-offs as a percentage of average loans and leases - quarter to date |  |                       | 0.16   | % |                  |   | 0.18   | %                 |  |   | 0.20         | % |  |               | 0.23   | % |  |   | 0.21   | %
|                                                                                         |  |                       |        |   |                 
|Annualized net charge-offs as a percentage of average loans and leases - year to date    |  |                       | 0.16   | % |                  |   | 0.20   | %                 |  |   | 0.21         | % |  |               | 0.22   | % |  |   | 0.21   | %
|                                                                                         |  |                       |        |   |                 
|Annualized net charge-offs as a percentage of total loans and leases - quarter to date   |  |                       | 0.16   | % |                  |   | 0.18   | %                 |  |   | 0.20         | % |  |               | 0.22   | % |  |   | 0.21   | %
|                                                                                         |  |                       |        |   |                 
|Annualized net charge-offs as a percentage of total loans and leases - year to date      |  |                       | 0.16   | % |                  |   | 0.20   | %                 |  |   | 0.21         | % |  |               | 0.21   | % |  |   | 0.21   | %
|                                                                                         |  |                       |        |   |                 
|Allowance to total loans and leases                                                      |  |                       | 1.38   | % |                  |   | 1.40   | %                 |  |   | 1.69         | % |  |               | 1.71   | % |  |   | 1.71   | %
|                                                                                         |  |                       |        |   |                 
|Ratio of allowance to total loans and leases to ratio of:                                |  |                       |        |   |                  |   |        |                   |  |   |              |   |  |               |        |   |  |   |        |  
|Annualized net charge-offs - quarter to date                                             |  |                       | 8.63   | x |                  |   | 7.78   | x                 |  |   | 8.45         | x |  |               | 7.43   | x |  |   | 8.14   | x
|Annualized net charge-offs - year to date                                                |  |                       | 8.63   | x |                  |   | 7.00   | x                 |  |   | 8.05         | x |  |               | 7.77   | x |  |   | 8.14   | x
|Nonaccrual loans to total loans                                                          |  |                       | 5.31   | x |                  |   | 6.67   | x                 |  |   | 9.39         | x |  |               | 7.77   | x |  |   | 7.13   | x



Premises and equipment (Dollars in
thousands)



At March 31, 2005, premises and equipment totaled $160,699,
compared to $154,823 at December 31, 2004, an increase of 3.80%. Depreciation expense of $3,427 and $2,880 is included in noninterest expense for the quarters ended March 31, 2005 and 2004, respectively.



Page 14



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Liquidity (Dollars in thousands)



Bancorporation continues to have liquidity necessary to meet cash flow requirements.
Bancorporations primary source of funds is its deposit base. As of March 31, 2005, deposits totaled $4,017,118, compared to $3,848,373 at December 31, 2004, an annualized increase of 17.54%. Most of the growth in deposits from December 31,
2004 to March 31, 2005 was experienced in municipal deposits, NOW accounts, Money market and demand deposit accounts. Average deposits were $3,992,313 and $3,794,645 for the quarters ended March 31, 2005 and 2004, respectively.



Short-term borrowings in the form of securities sold under agreements to repurchase are
another source of funds. As of March 31, 2005, short-term borrowings totaled $198,505, compared to $164,547 at December 31, 2004, an increase of 20.64%. Average short-term borrowings were $194,788 and $162,937 for the quarters ended March 31, 2005
and 2004, respectively



Capital resources



Bank holding companies and their respective subsidiaries are subject to regulatory
requirements with respect to risk-based capital adequacy. The risk-weighted values of both balance sheet and off-balance sheet items are determined in accordance with risk factors specified by Federal bank regulatory pronouncements.



Regulatory agencies define capital as Tier I, consisting of stockholders equity less
ineligible intangible assets, and Total Capital, consisting of Tier I capital plus the allowable portion of the allowance for loan losses and certain long-term debt. Capital adequacy is measured by comparing both capital levels to
Bancorporations risk-adjusted assets and off-balance sheet items. Regulatory requirements presently specify that Tier I capital should exclude the market appreciation or depreciation of securities available-for-sale arising from valuation
adjustments. In addition to these capital ratios, regulatory agencies have established a Tier I leverage ratio which measures Tier I capital to average assets less ineligible intangible assets.



Regulatory guidelines require a minimum of total capital to risk-adjusted assets ratio of 8
percent with at least 50 percent consisting of tangible common stockholders equity and a minimum Tier I leverage ratio of 3 percent. Banks which meet or exceed a Tier I ratio of 6 percent, a total capital ratio of 10 percent and a Tier I
leverage ratio of 5 percent are considered well-capitalized by regulatory standards.



The following table details Bancorporations capital ratios at March 31, 2005 and December 31, 2004.



|                           |  |                |   |  |                   |  
|-------------------------- |  | -------------- | - |  | ----------------- | -
|                           |  | March 31, 2005 |   |  | December 31, 2004 |  
|Risk-based capital ratios: |  |                |   |  |                   |  
|Total capital              |  | 14.21          | % |  | 14.18             | %
|Tier I capital             |  | 12.48          | % |  | 12.44             | %
|Tier I leverage ratio      |  | 8.76           | % |  | 8.88              | %



Repurchases of equity securities
(Dollars in thousands)



During the quarter ended March 31, 2005,
Bancorporation had no repurchases of any shares of its outstanding capital stock.



Purchases are made pursuant to general authority that is given each year by Bancorporations Board of Directors and not pursuant to a formal repurchase plan or program. Under that authority, Bancorporation is authorized to repurchase
shares of its capital stock from time to time in unsolicited private and/or open market transactions. Purchases are subject to various conditions, including price and volume limitations (including, in the case of purchases of Bancorporations
voting common stock, an annual limit of up to 5% of outstanding shares), and compliance with applicable South Carolina law.



Item 3. Quantitative and Qualitative Disclosures about Market Risk



There have been no material changes in market risk exposures that affect the quantitative and qualitative disclosures presented as part of Bancorporations Annual
Report on Form 10-K for the year ended December 31, 2004.



Page 15



---

Item 4. Controls and Procedures



|(a) | Evaluation of Disclosure Controls and Procedures
|--- | ------------------------------------------------



Bancorporations Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of Bancorporation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 quarterly report, have concluded that Bancorporations disclosure controls and
procedures were effective as of the end of that period.



|(b) | Changes in Internal Control Over Financial Reporting
|--- | ----------------------------------------------------



There were no changes in Bancorporation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, Bancorporations internal control over financial reporting.



PART II - OTHER INFORMATION



Item 1. Legal Proceedings



Not Applicable.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Not Applicable.



Item 3. Defaults upon Senior Securities



Not Applicable.



Item 4. Submission of Matters to a Vote of Security Holders



Not Applicable.



Item 5. Other Information



Not Applicable.



Item 6. Exhibits



Exhibits  The following exhibits are either attached hereto or incorporated by reference:



|     |  |                                                                                     
|---- |  | ------------------------------------------------------------------------------------
|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) (filed herewith)                 



Page 16



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.



|                    |  |                                     |  |                        
|------------------- |  | ----------------------------------- |  | -----------------------
|                    |  | FIRST CITIZENS BANCORPORATION, INC.
|                    |  | (Registrant)                       
|Dated: May 10, 2005 |  |                                    
|                    |  |                                    
|                    |  | By:                                 |  | /s/ Craig L. Nix       
|                    |  |                                     |  | Craig L. Nix           
|                    |  |                                     |  | Chief Financial Officer



Page 17



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EXHIBIT INDEX



|     |  |                                                                                     
|---- |  | ------------------------------------------------------------------------------------
|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) (filed herewith)