## EXHIBIT 10.9

**DESCRIPTION OFFIRST CITIZENSBANCSHARES, INC. AND SUBSIDIARIESINCENTIVECOMPENSATION PLAN****YEAR ENDED DECEMBER 31, 2010**

** **

** General Provisions**

** **                This incentive compensation plan iseffective for the year ended December 31, 2010 and amounts earned hereunder arepayable in January, 2011. The plan is administered by the Corporate GovernanceCommittee of the Board of Directors of First Citizens Bancshares, Inc. (the"Company") in the case of executive officers of the Company and, for all otheremployees, by the Company's Incentive Committee consisting of the Company'sChief Executive Officer, Chief Financial Officer, Chief Operating Officer, ChiefCredit Officer, Bank Auditor and Human Resources Officer. Employee incentivesare contingent upon the Company attaining a minimum return on equity ("ROE")goals for the plan year. For 2010, the minimum ROE required for incentivepayout under this incentive compensation plan is 9%.  If an employee is terminatedprior to the plan year end, any unpaid award is forfeited.  The Board ofDirectors may modify, suspend or terminate the plan at any time.

In addition to these generalprovisions, the Company has specific provisions applicable to individual jobresponsibilities and functions designed to promote achievement of strategicgoals and to reward efficient and effective job performance.  Specificprovisions applicable to Named Executive Officers, as defined in the Company'sproxy statement, are summarized below.

**Chief Executive Officer, Jeff Agee, and Chief OperatingOfficer, Judy Long**

For 2010, the CompensationCommittee revised the incentive plans for Mr. Agee and Ms. Long to ensure thecompensation program is competitive, comprehensive and properly reflective of theCompany's strategic direction. The new plan provides an incentive of 25% to 50%of base salary based on performance in certain categories. Performance ismeasured using a "balanced scorecard" matrix, which aligns with the Company'sstrategic goals of creating long-term shareholder value and protecting theinterests of the depositors of First Citizens National Bank (the "Bank"). The"balanced scorecard" matrix for 2010 includes the following five,equally-weighted categories:

•        Employees (comprised of employee turnover rate and results ofcorporate culture surveys);

•        Customers;

•        Growth and Innovation (comprised of the Bank's deposit marketshare, growth in total assets, growth in services per household, householdretention and innovation);

•        Shareholder Return (comprised of the Company's return on equity,total shareholder return and dividend yield); and

•        Regulatory Ratings.

For 2010, theperformance metrics and targets are as follows: 

| **Performance Metric**            | **Target**     |
|-----------------------------------|----------------|
| Employee Turnover                 | <16%        |
| Corporate Culture Survey  Results | 92%            |
| Customers(1)                      | Qualitative(1) |
| Deposit Market Share              | 2.75%          |
| Asset Growth                      | 3%(2)          |
| Services per Household            | 1.9            |
| Household Retention               | 92%            |
| Innovation(3)                     | Qualitative(3) |
| Return on Equity                  | (15.42)%(4)    |
| Total Shareholder Return          | 0.25%(4)       |
| Dividend Yield                    | 1.52%(4)       |
| Regulatory Ratings                | (5)            |

_____________

(1)           This performance metric is based onresults of various customer surveys conducted throughout the year, includingindependent mystery shopping results.

(2)           This target is based on the average assetgrowth for peer institutions (depository institutions with an asset size of$300 million to $1 billion), as set forth in the Uniform Bank PerformanceReport (the "UBPR"), as of September 30, 2010.

(3)           This performance metric is qualitativeand considered factors such as new strategic initiatives designed to improveefficiencies of work flow and various recognitions received by the Company.

(4)           This target is based on information setforth in the Southeast Public Bank Peer Report (the "Peer Report"), produced byMercer Capital with data provided by SNL Financial LC as of December 31, 2010.

(5)           Thisinformation is confidential.

**Chief Financial Officer, Laura Beth Butler**

** **

For the year ended December 31,2010, the incentive plan for Ms. Butler approved by the Compensation Committeebased on the recommendation of the Chief Executive Officer consists of aperformance-based plan that provides for a bonus of up to $50,000 if certainindividual and Company performance targets are met. This target amount is set inan attempt to align Ms. Butler's potential total compensation (base salary plusaggregate incentive bonus) with the average of peers' total compensationreflected in the compensation surveys on which the Compensation Committeerelies. There are five, equally-weighted performance metrics for 2010, with thefollowing targets:

| **Performance Metric**    | **Target**           |
|---------------------------|----------------------|
| Return  on Equity         | (15.42)%(1)          |
| Total  Shareholder Return | 0.25%(1)             |
| Dividend  Yield           | 1.52%                |
| Audits(2)                 | Minor or no findings |
| Regulatory  Ratings       | (3)                  |

____________

(1)           Thistarget is based on information set forth in the Peer Report.

(2)           Thisperformance metric is based on results and/or ratings of internal and externalaudits.

(3)           Thisinformation is confidential.

**Chief Credit Officer, Sherrell Armstrong**

For the yearended December 31, 2010, the incentive plan for Mr. Armstrong was approved bythe Compensation Committee based on the recommendation of the Chief ExecutiveOfficer. The plan provides for a target cash bonus of up to 25% of his salaryif certain Company performance targets are met. This target bonus amount is setin an attempt to align Mr. Armstrong's potential total compensation (basesalary plus incentive bonus) with the average peer total compensation reflectedin the compensation surveys on which the Compensation Committee relies.****Thefollowing five, equally-weighted categories are included in Mr. Armstrong'sincentive plan:

•        Criticized Loans as a Percentage of Average Capital;

•        Annual Net Loan Losses as a Percentage of Average Loans;

•        Average Non-Performing Loans to Average Loans;

•        Average Loan Yields; and

•        Return on Equity.

The target foreach performance metric is as follows:

| **Performance Metric**                       | **Target**       |
|----------------------------------------------|------------------|
| Criticized Loans to Average  Capital(1)      | <25%          |
| Net Loan Losses to Total  Loans              | 0.87% or less(2) |
| Average Non-Performing  Loans to Total Loans | <3.2%(3)      |
| Average Loan Yield                           | 5.96%(4)         |
| Return on Equity                             | (15.42)%(5)      |

_____________

(1)           This performance metric is based on theaverage ratio of quarterly criticized loans to average total capital for thefour quarters in 2010.

(2)           This target is based on the average ratioof net loan losses to total loans for the most recent four quarters for peerinstitutions (depository institutions with an asset size of $300 million to $1billion), as set forth in the UBPR for the quarters ended December 31, 2009,March 31, 2010, June 30, 2010 and September 30, 2010. 

(3)           This target is based on the average ratioof non-performing loans to total loans for the most recent four quarters forpeer institutions (depository institutions with an asset size of $300 millionto $1 billion), as set forth in the UBPR for the quarters ended December 31,2009, March 31, 2010, June 30, 2010 and September 30, 2010. 

(4)           This target is based on the average loanyield for peer institutions (depository institutions with an asset size of $300million to $1 billion), as set forth in the UBPR as of September 30, 2010.

(5)           This target is based on information setforth in the Peer Report.

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