ITEM 6. (a)

                                  EXHIBIT 10.1

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

          THIS  FIRST  AMENDMENT  OF  EMPLOYEE DEATH BENEFIT AND POST-RETIREMENT
NONCOMPETITION  AND CONSULTATION AGREEMENT ("First Amendment"), made and entered
into  and  effective  as  of  the  16th  day  of  February, 2002, by and between
FIRST-CITIZENS  BANK  AND  TRUST  COMPANY  OF  SOUTH  CAROLINA, a South Carolina
banking  corporation  with its principal place of business in Columbia, Richland
County,  South Carolina (hereinafter referred to as "Employer"); and JAY C. CASE
(hereinafter  referred  to  as  "Employee");

                              W I T N E S S E T H:

          WHEREAS,  in  recognition  of  Employee's  contribution to the growth,
management  and  development  of  Employer  and  in  order  to  limit Employee's
availability  to  other  employers  or  entities  in  competition  with Employer
following  Employee's  retirement  from  employment  with Employer, Employer and
Employee  entered  into  that certain Employee Death Benefit and Post-Retirement
Noncompetition  and Consultation Agreement, dated as of December 31, 1998, which
is  incorporated  herein  by  reference  (hereinafter  referred  to  as  the
"Agreement"), which Agreement was executed pursuant to a benefit plan adopted by
Employer  as of December 31, 1998, for a class of senior management employees of
Employer;  and

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

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

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

          "2.     DEATH  BENEFITS.  In the event Employee dies while employed by
                  ---------------
          Employer  prior  to  Employee's Retirement Date, Employer will pay the
          sum  of  Fifty-Six  Thousand  Two  Hundred  Fifty  and  No/100 Dollars
          ($56,250.00)  per  year,  payable  in  monthly  installments  of  Four
          Thousand Six Hundred Eighty-Seven and 50/100 Dollars ($4,687.50) for a
          period  of  ten  (10)  years,  to  such  individual  or individuals as
          Employee  shall  have designated in writing filed with Employer or, in
          the  absence of such designation, to the Estate of Employee. The first
          payment  shall  be  made  not  later  than  two  (2)  months following
          Employee's  death.  Payments  hereunder  shall  be  payable each month
          without  deductions  and the recipient shall be solely responsible for
          the  payment  of all income and other taxes and assessments applicable
          on  said  payments."

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

          "3.     CONSULTATION  PAYMENTS.  In  the  event  Employee retires from
                  ----------------------
          employment  on  Employee's  Retirement Date, Employee shall be paid by
          Employer  the  sum  of One Thousand One Hundred Seventy-One and 87/100
          Dollars ($1,171.87) per month, beginning not later than two (2) months
          after  Employee's  Retirement  Date,  for  a  period of ten (10) years
          following  Employee's  Retirement Date or until death, whichever first
          occurs.  Such  monthly payments shall be paid for and in consideration
          of  Employee's  Consultation Services, as provided herein; such sum to
          be payable to Employee whether or not Employee's Consultation Services
          have  been utilized by Employer. Consultation Payments hereunder shall
          be  payable  each  month  without deductions and Employee agrees to be
          solely  responsible  for the payment of all income and other taxes out
          of  said  funds and all Social Security, self-employment and any other
          taxes  or  assessments,  if  any,  applicable  on  said compensation."


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

          "4.     NONCOMPETITION  PAYMENTS.  In  the event Employee retires from
                  ------------------------
          employment  on  Employee's  Retirement Date, Employee shall be paid by
          Employer  the  sum  of  Three Thousand Five Hundred Fifteen and 63/100
          Dollars ($3,515.63) per month, beginning not later than two (2) months
          after  Employee's  Retirement  Date,  for  a  period of ten (10) years
          following  Employee's  Retirement Date or until death, whichever first
          occurs.  Such  monthly payments shall be paid for and in consideration
          of  Employee's  Covenant  Not  To  Compete  as  provided  herein.
          Noncompetition  Payments hereunder shall be payable each month without
          deductions  and  Employee  agrees  to  be  solely  responsible for the
          payment  of  all  income  or  other  taxes  or  assessments,  if  any,
          applicable  on  said  payments."

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

          "5.     CONTINUATION  OF  PAYMENTS.  Upon Employee's death during said
                  --------------------------
          ten  (10)  year period of payments hereunder, the sum of Four Thousand
          Six  Hundred  Eighty-Seven  and  50/100  Dollars ($4,687.50) per month
          shall  be  paid  to  Employee's  designated  beneficiary or Employee's
          Estate,  as  applicable,  beginning the first calendar month following
          the  date  of  Employee's  death  and  continuing thereafter until the
          expiration  of said ten (10) year period. Once the Consultation and/or
          Noncompetition  Payments  are  begun,  whether  paid by Employer or as
          otherwise  provided  herein,  the  maximum  payment  period under this
          Agreement  is ten (10) years. Payments hereunder shall be payable each
          month without deductions and the recipient shall be solely responsible
          for  all  income  and  other  taxes and assessments applicable on said
          payments."

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

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

                         FIRST-CITIZENS  BANK  AND  TRUST
                         COMPANY  OF  SOUTH  CAROLINA


                         By:  /s/  Jim  B. Apple
                            ----------------------------------
                              Jim  B.  Apple
                              Chairman  of  the  Board

Attest:


/s/  Kimberly  A.  Robbins
--------------------------------
Secretary/Assistant Secretary




                         /s/  Jay C. Case                   (SEAL)
                         ----------------------------------
                         Jay  C.  Case


<PAGE>