Exhibit 10.1

Amendmentto the Executive Employment Agreement of

[NAMEOF EXECUTIVE]

            THIS AMENDMENT to the employment agreement between **[NAMEOF EXECUTIVE]** (the "Executive") and First Citizens National Bank and FirstCitizens Bancshares, Inc. (collectively referred to herein as the "Company")dated ___________ (the "Agreement") is entered into on this _____ day of________________, 2008;

**W I T N E S S E T H:**

**WHEREAS**, the Company and theExecutive entered into the Agreement for the employment of the Executive as **[TITLE]**;

**WHEREAS**, the terms of the Agreementprovide for certain split dollar life insurance benefits for the Executive;

**WHEREAS,**the Agreement may be amended by a writing that is executed by the parties; and

**WHEREAS,**the Company and the Executive desire to amend the Agreement to incorporateExecutive's participation in the Split Dollar Plan maintained by the Company;

            **NOW, THEREFORE**, in consideration ofthe foregoing and of the promises and mutual agreements set forth below, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto do hereby agree as follows:

 

I.          Section 5 ofthe Agreement is hereby amended by restating Section 5(g) as follows anddeleting Section 5(h):

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      (g)      LifeInsurance.  During the term of this Agreement, the Executive will beeligible to participate in the Split Dollar Plan maintained by the Companyaccording to the terms and conditions of the Amended and Restated Split DollarAgreement by and between the Company and the Executive dated [DATE OF SPLITDOLLAR AGREEMENT], as amended from time to time. The Executive'sparticipation in the Split Dollar Plan shall supersede his participation in anyand all policies heretofore purchased and maintained by the Company to providedeath benefits for the Executive of his assigns, including the [NAME ANDPOLICY NUMBER OF PRIOR SPLIT DOLLAR INSURANCE POLICY].

II.        Section 6(a)(i) of the Agreement is herebyamended by deleting the phrase "incapacity due to physical or mental illness"and substituting the defined term "Disability."

III.      Section 6(a) of the Agreement is amended by theaddition of new subsection (iii) as follows, and by renumbering subsections(iii) through (viii) of the present provision as subsections (iv) through (ix),respectively:

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(iii)       "COBRA"shall mean Title I, Part 6 of ERISA.

IV.       Sections 6(c) and (d) of the Agreement are herebyamended by deleting the term "disability" and substituting the defined term"Disability."

V.        Section 6 of the Agreement is hereby amended bythe addition of new Section 6(g):

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(g)      Section 409A Compliance. IfExecutive is a specified employee at Executive's separation of service, nopayments of "deferred compensation" shall be made to Executive during the firstsix (6) months following Executive's separation of service. The terms specified"employee," "deferred compensation" and "separation of service" shall have themeanings defined in Section 409A of the Code.

IN WITNESS WHEREOF, theExecutive and the Company (by action of its duly authorized officers) haveexecuted this Amendment on the date first above written.

            

                                                              FIRSTCITIZENS BANCSHARES, INC.                                                              By:                                                                                                                                                              Chairmanof the BoardATTEST:                                                                                                                             FIRSTCITIZENS NATIONAL BANK, INC.                                                              By:                                                                                                                                                              Chairmanof the BoardATTEST:                                                                                                                             EXECUTIVE

                                                              By:                                                                                                                                                              **[NAMEOF EXECUTIVE]**

ATTEST: